PART II AND III

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE SEC IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933
PRELIMINARY OFFERING CIRCULAR DATED OCTOBER 14, 2021, SUBJECT TO COMPLETION

NDB, INC.

50 California Street, Suite 1500

San Francisco, CA 94111

+1 (650) 252-0002

info@ndb.technology

https://ndb.technology

OFFERING SUMMARY

Up to 7,000,000 shares of Common Stock
Minimum investment 23 shares at $100.05

See “Securities Being Offered”

NDB, Inc., a California C-corporation (the “Corporation”, “we”, or “our”), is offering up to 7,000,000 (the “Maximum Amount”) shares (the “Shares”) of our Common Stock, at a purchase price of $4.35 per Share (“Common Stock”) to be sold in this offering (the “Offering”). See “Securities Being Offered” for a discussion of certain items required by Item 14 of Part II of Form 1-A. We are selling our Shares through a Tier 2 offering pursuant to Regulation A (Regulation A+) under the Securities Act of 1933, as amended (the “Securities Act”), and we intend to sell the Shares directly to investors. The Common Stock is being offered on a “best efforts” self-underwritten basis, which means that our management and officers will attempt to sell the shares being offered hereby on behalf of the Corporation. There is no guarantee that any minimum amount will be sold.

This Offering will terminate on the earlier of (i) 12 months after the commencement of the sale of Common Stock under this Offering (ii) the date on which the Maximum Amount is sold, or (iii) when the Board of Directors of the Corporation elects to terminate (in each such case, the “Termination Date”) or cancel the Offering. We will hold closings upon the receipt of investors’ subscriptions and acceptance of such subscriptions by the Corporation. If, on the initial closing date, we have sold less than the Maximum Amount, then we may hold one or more additional closings for additional sales, until the earlier of: (i) the sale of the Maximum Amount or (ii) the Termination Date. There is no aggregate minimum requirement for the Offering to become effective; therefore, we reserve the right, subject to applicable securities laws, to begin applying “dollar one” of the proceeds from the Offering towards our business strategy, including, without limitation, research and development expenses, Offering expenses, working capital and general corporate purposes and other uses, as more specifically set forth in the “Use of Proceeds to Issuer” section of this Offering Circular (the “Offering Circular”).

The minimum investment amount from an investor is $100.05 for the purchase of 23 Shares; however, we expressly reserve the right to waive this minimum in the sole discretion of our management. We expect to commence the sale of the Shares as of the date on which the Offering Statement of which this Offering Circular is a part (the “Offering Statement”) is qualified by the SEC.

Investing in the Shares involves a high degree of risk. These are speculative securities. You should purchase these securities only if you can afford a complete loss of your investment. See “Risk Factors” below or a discussion of certain risks that you should consider in connection with an investment in our Common Stock.

THE SEC DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC; HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

	Price to Public	Underwriting Discount and Commissions	Proceeds to the Corporation	Proceeds to Other Persons
Per Share	USD 4.35	None	USD 4.3485	USD 0.0015
Total	USD 30,450,000	None	USD 30,375,228	USD 74,772

The Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act for Tier 2 offerings. The Shares are only being issued to investors who satisfy the requirements set forth in Regulation A. We have the option in our sole discretion to waive the minimum investment.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN TEN PERCENT (10%) OF THE GREATER OF YOUR ANNUAL INCOME OR YOUR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. 

BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A+. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV. 

This Offering Circular contains all of the representations by us concerning this Offering, and no person shall make different or broader statements than those contained herein. Investors are cautioned not to rely upon any information not expressly set forth in this Offering Circular.  

The securities underlying this Offering Circular may not be sold until qualified by the Securities and Exchange Commission. This Offering Circular is not an offer to sell, nor soliciting an offer to buy, any Shares in any state or other jurisdiction in which such sale is prohibited.

Sale of the Shares of our Common Stock will commence on approximately October 14, 2021.

The Corporation is following the “Offering Circular” format of disclosure under Regulation A+.

The date of this Offering Circular is October 14, 2021.

TABLE OF CONTENTS

1          IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR

We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where such offers and sales are permitted. Please carefully read the information in this Offering Circular and any Offering Circular supplements, which we refer to collectively as the “Offering Circular.” You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with any information other than the information contained in this Offering Circular.

The information contained in this Offering Circular is accurate only as of its date or as of the respective dates of any documents or other information incorporated herein by reference, regardless of the time of its delivery or of any sale or delivery of our securities. Neither the delivery of this Offering Circular nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this Offering Circular. This Offering Circular will be updated and made available for delivery to the extent required by the federal securities laws.

This Offering Circular is part of an Offering Statement that we filed with the SEC. Periodically, we may provide an Offering Circular Supplement that would add, update, or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular Supplement. The Offering Statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the SEC and any Offering Circular Supplement, together with additional information contained in our annual reports, semi-annual reports, and other reports that we will file periodically with the SEC. The Offering Statement and all supplements and reports that we have filed or will file in the future can be read at the SEC website, sec.report.

Unless otherwise indicated, data contained in this Offering Circular concerning the business of the Corporation are based on information from various public sources. Although we believe that such data is generally reliable, such information is inherently imprecise, and our estimates and expectations based on this data involve a number of assumptions and limitations. As a result, you are cautioned not to give undue weight to such data, estimates or expectations. References to currency in this Offering Circular are to the United State Dollars.

In this Offering Circular, unless the context indicates otherwise, references to the “Corporation,” “we,” “our,” “us,” and “NDB, Inc.” refer to the activities of and the assets and liabilities of the business and operations of NDB, Inc., a California C-corporation

2          CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Business”, “Our Business” and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms or other comparable terminology.

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

• Unpredictable events, such as the COVID-19 outbreak, and associated business disruptions could seriously harm our revenues and financial condition, delay our operations, increase our costs and expenses, and impact our ability to raise capital;
• Regulatory risks and changes mandated by, or that we elect to make to address legislation, regulatory authorities or litigation, including settlements and consent decrees, some of which may have a disproportionate effect on us;
• Our reliance on third party suppliers and vendors for various services;
• Our ability to protect our intellectual property;
• Our ability to raise capital and the availability of additional financing;
• Our ability to obtain regulatory approval, the timing and market acceptance of our products;
• Our ability to continue as a going concern, to compete and succeed in a highly evolving industry and effectively execute our marketing strategies versus our competitors;
• Our ability to attract, retain and motivate talented employees, including engineers, designers and product, sales and distribution managers;
• Acquisitions or consolidation within our industry, which may result in us strengthening our Corporation or more formidable competitors; and our reputation and the brand strength relative to our competitors;
• Our ability to manage our business, research and development, expansion, growth and operating expenses;
• Our lack of operating history on which to judge our business prospects and management;
• Our ability to establish and handle a new business;
• Our ability to grow our customer base, our revenue, business.

Although the forward-looking statements in this Offering Circular are based on our beliefs, assumptions, and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be given to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to re-issue this Offering Circular or otherwise make public statements updating our forward-looking statements.

3          SUMMARY

This summary highlights selected information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our Common Stock. You should carefully read the entire Offering Circular, including the risks associated with an investment in the Corporation discussed in the “Risk Factors” section of this Offering Circular, before making an investment decision. Some of the statements in this Offering Circular are forward-looking statements. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements” above.

3.1       Organizational history

NDB, Inc. is a California C-corporation incorporated on February 4, 2019, and headquartered in San Francisco, California. The Corporation was formed to develop and manufacture semiconductors, energy, and battery solutions.

NDB, Inc., as an advanced energy technology company, carries out R&D on new smart and clean power generation and storage systems.

NDB develops innovative clean energy generators and storage systems with a simplified and innovative design optimized to produce economical, pollutant-free electricity. NDB Cell, NDB Volta, and NDB Chantico are all closed-loop energy systems for low and high-power applications that redefine and revolutionize the battery and energy-generating systems as we know them.

NDB Cell is a tiny Radioisotopic Electric Generator system (REGs). Its longevity and performance are ensured by converting the radioactive decay from radioisotopes into energy. The electrical power output ranges from milliwatts to watts. It is cost-effective, and scalable from chipset to industrial applications such as space electronics, medical, internet of things (IoT), automotive, aviation, consumer electronics, and many more.

NDB Chantico is a high efficient radioisotope thermoelectric generator with a power output from Watts to KWe. It is based on the heat generated by radioactive decay of the radioisotope and converting it into electricity using the thermoelectric converter. NDB Chantico’s heat source consisting of different radioisotope compositions mainly processed from the nuclear waste. Its heat source safely gives a high temperature, long time stability, high efficiency, and high power output that any of on market RTGs has not yet reached.

NDB Volta is a compact and modular smart microreactor that will lead the future of small and portable power generation technology. NDB optimizes a new smart core design that will combine small size and high energy density features, based on a fission heat source. It will operate smartly and safely for years without refueling. NDB Volta’s power output from KWe to MWe. The NDB Volta will be small enough to be transported and offer a high reliability and operational flexibility that no other small power generating system can match.

NDB’s materials division carries out R&D on current and advanced transducer materials. We have identified existing materials’ limitations that hinder the use of radioactive noble gases and high-energy alpha emitter radioisotopes. Therefore, research on liquid semiconductors, liquid scintillation layers, ability to trap the noble gases by transducer are all leading us to new technology capabilities and revenue from dependent and independent markets. 

DEP is a decentralized energy platform incorporating several novel functionalities, energy sharing, and trading with Volt token that is a live payment instrument for the energy produced by NDB or other utility providers. NDB Smart Energy, composed of AI/ML-based energy subscriptions accessible via NDB apps, will promote energy-saving and efficiency. The subscription will optimize the energy consumption or the product's utilization period. It will also allow selling energy back to the grid while the product is inactive. Furthermore, the carbon credits will be monitored and managed when it comes to partners and licensees. Using the utility platform and app, the consumers will be able to unblock NDB or partnered company’s energy, almost like they are paying utility bills.

NDB, Inc. foresees these technologies as means of creating a cleaner and greener future where innovation and environmental awareness go hand in hand.

Mailing address: 50 California Street, Suite 1500, San Francisco, CA 94111, USA

Tel: +1 (650) 252-0002

Fax: +1 (650) 252-0003

Email: info@ndb.technology

Website: https://ndb.technology

3.2       Business summary

NDB, Inc. is a Silicon Valley-based nanotechnology Corporation that was formed in 2019 with the aim of developing and manufacturing NDB. This type of battery, made from radioisotopes, represents an alternative source of green energy that can have a variety of applications in several fields, including space electronics, medical, IoT, automotive, aviation, consumer electronics, amongst many others.

The innovation has been developed in full collaboration with different partners and organizations. NDB, Inc. has an organizational structure that is expertly geared towards continuous business growth and prosperity with particular emphasis on communication. Therefore, this allows NDB, Inc. to work cohesively with different parts of the organization whilst maintaining managerial control over its ever-growing international operations.

NDB, Inc. follows a unitary form (U-form) Corporation structure where the business strategy and decision making is carried out by the corporate department. By doing so, NDB, Inc. can deliver a unified and coordinated business operation, which allows the Corporation to be able to offer a focused and higher quality service. The global operation of NDB, Inc. is based on a function-based hierarchy. As a result, it is a type of operation where the functional teams or offices oversee the domestic and international operation flexibly. Consequently, this type of corporate structure is common in corporations that aim to maintain strict managerial control of their operation.

The significant development from a business and technical perspective moved from the initial phase of R&D to the commercial prototyping stage. NDB is determined to test, prototype, and commercialize its solutions in different forms and designs. By creating a circular economy, NDB initiated innovative nuclear energy concepts, including NDB Volta and NDB Chantico to answer the power demands and scale of the applications.

Business development plan includes, among others, collaborations with world-top universities and laboratories such as: Oak Ridge National Laboratory (ORNL), Brookhaven National Laboratory (BNL), European Organization for Nuclear Research (CERN), and Swiss Federal Institute of Technology Lausanne (EPFL). Our research partners include corporations such as ORANO, LOCKHEED MARTIN, NVIDIA and, AIRBUS, and others who approached us last year with the motive to pursue collaboration regarding automotive, space, consumer electronics, crypto, and defense applications.

NDB, Inc. simultaneously has a global strategy including the expansion in Europe and other parts of the world. Accordingly, NDB, Inc. has offices in Switzerland, and the UK.

3.3       Private, for-profit organization (C-corp)

For-profit structures are usually established by private organizations intending to spin-off internal technologies that lead to significant, short-term return on investment to shareholders. Such returns are usually realized through an initial public offering or an acquisition of the start-up Corporation.

A for-profit structure is well-suited to fast growing sectors that provide high returns in a short period of time. This is the most suitable structure to attract sophisticated venture capitalists and angel investors which can increase the ability of NDB, Inc. to attract new ventures due to improved access to sources of equity capital. A for-profit structure is easily established (relative to a not-for-profit structure).

3.4       Product description

3.4.1   NDB Cell 

The NDB Cell is a solution to the grid-free life of electrical products. The devices will be ready to use at all times and reduce the time and money spent on recharging or replacing the battery. There are three major components of an NDB: source, transducer and encapsulator.

The NDB Cell uses recycled nuclear waste materials to generate electricity. It is a clean and sustainable solution. The radioactive source will emit radiation due to nuclear decay. These radiations contain more energy than sunlight. The transducer is the component responsible for converting these radiations into usable electrical energy. The radiation hits the transducer materials, ionizes the atoms within them, and produces electron-hole pairs. The electron-hole pairs are proportional to the generated electricity. These components are made of materials that are sensitive to radiation but are resistant to radiation damage. 

The NDB Cell employs multiple strategies to make the cell safe for consumer use. The first strategy is using alpha and beta emitters as the source, which can be stopped readily. Secondly, the whole cell is enclosed in an encapsulator which is extremely strong and radiation hard. The NDB Cell can last a very long time depending on the half-life of the radioisotope, and more often, it can last the lifetime of the device itself.

3.4.2   NDB Chantico

NDB Chantico is a high efficient radioisotope thermoelectric generator, within a power output from Watts to KWe. It is based on the heat generated by radioactive decay of the radioisotope and converting it into electricity using a thermocouple or an Advanced Stirling Radioisotope Generator (ASRG). The power output depends on the initial amount of the radioisotopes used considering the thermoelectric converter efficiency. NDB optimizes new design improvements and develops advanced material performances that stretch the efficiency boundaries up to 40%. 

Currently marketed RTGs use Plutonium-238 (0.56 W/g) as a heat source. Alternative sources are Americium-241 (0.15 W/g) and Strontium 90 (0.46 W/g), which have 7% efficiency with a steady output voltage of around 7 to 30 volts and power capacity of up to 80 watts. The multi-modules RTG (MMRTG) bring the power output to KWe. However all these values are 80% less than NDB Chantico‘s estimated efficiency.

3.4.3   NDB Volta 

NDB Volta is a smart fission-based system that converts fission heat into electricity with a power output from KWe to above MWe. The heat source is a fissionable material in a very advanced matrix and structure. NDB Volta’s core coolant system is a heat pipe cooling, where the fuel and heat pipes are contained in a steel monolith to form a solid-state compact core which is surrounded by a reflector. There is no need for forced circulation to remove heat from the active core region, thus eliminating the use of pumps, valves, and tube piping. 

NDB Volta is best suited to serve as a smart fission generator rather than a centralized power source. Its components would be built in the factory, with no onsite construction, it is designed to operate smartly and safely supported by advanced AI/ML control algorithms working and using in-core and out-core self-powered sensors to monitor the core and reactor conditions. The reactor is intended to independently operate, predict, and handle any future failures during the operation without or with minimized human interactions. The production of green hydrogen would be the primary storage option for the NDB Volta, and NDB would also include other storage options.

3.4.4   DEP

DEP is a decentralized energy platform incorporating several novel functionalities, energy sharing, and trading with Volt token that is a live payment instrument for the energy produced by NDB or other utility providers. DEP is a possibility for each global citizen to manage their energy use, generation, and active energy trade.  

Decentralized energy is the transformation of the distribution of the energy as we know it, having the potential to cross the lines between supplier and consumer and establish solid and smart connections between supply and demand. Through a decentralized energy system, the energy is being generated where it is used rather than at the large-scale centralized facility leading us toward smart generation, storage, and consumption of energy.

We believe decentralized energy distribution is an up-and-coming model to bring sustainable energy to all since it delivers economic and practical benefits to both customers and producers. In the DEP ecosystem, everyone can solely or simultaneously be a supplier or a customer. 

The DEP fully foresees the current tendences and potential benefits of renewable energies for all. Thus, it is the best marketplace for NDB power solutions, including NDB Cell, NDB Volta, NDB Chantico, alongside other individuals or organizations who generate grid or off-grid energy.

The DEP is a platform for NDB and other energy solutions to coexist peacefully.

3.5       Potential markets and competition

The NDB Cell and Chantico product lines target all the sectors which use conventional batteries as power sources such as space, defense, aviation, IoT, health, consumer electronics, automotive.

The NDB Volta targets markets that need a constant power output within the high kw to low mw range. The sectors include remote workstations, data centers, industrial and residential power generation, and transport.

The DEP ecosystem targets the participants of the utility sector starting from centralized energy producers including governments and the privately owned companies to independent power providers, renewable electricity producers and many more.

The battery and energy industries are subject to rapid and intense technological and regulatory changes. We face and continue to face competition in the development, marketing of our products, and services from energy companies, government agencies, and academic institutions. Our ability to obtain and maintain a competitive position in these markets will depend upon, among other things: 

• The level of competition in the markets in which we operate;
• Other battery development technologies; and
• Environmentally-friendly production processes.

3.6       Regulation A+

We are offering Shares of our Common Stock pursuant to rules of the SEC mandated under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). These offering rules are often referred to as “Regulation A+.” We are relying upon “Tier 2” of Regulation A+, which allows us to offer and sell up to $75 million in a 12-month period. In accordance with the requirements of Tier 2 of Regulation A+, we are required to publicly file annual, semiannual, and current event reports with the SEC.

3.7       The offering

Issuer:	NDB, Inc., a California corporation.
Shares Offered:	A maximum of 7,000,000 Shares of Common Stock at an offering price of $4.35 per Share.
Minimum investment:	The minimum investment amount from an investor is $100.05 for the purchase of 23 Shares.
Number of shares of Common Stock Outstanding before the Offering:	31,390,560 shares of Common Stock.
Number of shares of Common Stock to be Outstanding after the Offering:	38,390,560 shares of Common Stock if the Maximum Amount is sold, exclusive of the 4,000,000 shares reserved for stock plan.
Price per Share:	$4.35
Maximum Amount:	7,000,000 Shares of our Common Stock, at a price of $4.35 per Share, for total gross proceeds of $30,450,000.
Use of Proceeds:	If we sell all the 7,000,000 Shares being offered, our net proceeds (after estimated Offering expenses) will be approximately $30,450,000. We will use these net proceeds for research and development expenses, offering expenses, working capital and general corporate purposes, and such other purposes described in the “Use of Proceeds” section of this Offering Circular.

4          RISK FACTORS

The SEC requires the Corporation to identify risks that are specific to its business and its financial condition. The Corporation is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events, and technological developments. Additionally, emerging companies are inheritably riskier than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

An investment in the Corporation is speculative in nature and involves a high degree of risk. In addition to the other information in this Offering Circular, you should carefully consider the following risk factors before you make investment decisions.

The Shares should not be purchased by any investor who cannot afford the loss of his or her entire investment. This Offering Circular contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in those forward-looking statements. We discuss below some of the factors that may cause such a difference.

Moreover, the risks and uncertainties described below may not be the only ones we face. If any of the risks actually occur, our Corporation, financial condition, operating results and prospects could be materially and adversely affected. In that event, the value of our corporation could decline, and you could lose part or all of your investment. “We” as used in this Risk Factors section refers to the Corporation, collectively as a whole.

THE INCLUSION OF RISK FACTORS IN THIS OFFERING CIRCULAR SHOULD NOT BE CONSTRUED TO IMPLY THAT THEY ARE DESCRIBED IN COMPLETE DETAIL OR THAT THERE ARE NO OTHER RISK FACTORS THAT APPLY TO AN INVESTMENT IN THE CORPORATION.

4.1       General risk factors

The events and risks that might affect the performance of our corporation are described in detail below:

1. Management discretion as to use of proceeds

Corporation’s success will be substantially dependent upon the discretion and judgment of its management team with respect to the application and allocation of the proceeds of this Offering.

2. Market Acceptance

We are attempting to establish a new business. We do not know whether the market will accept our products.

3. Creation of a solid customer base

If we fail to establish and grow our customer base, our revenue, business and operating results may suffer.

4. Operating results

Our operating results may fluctuate from quarter to quarter, which makes them difficult to predict. Our operating results may fluctuate in the future. Thus, operating results may not necessarily be indicative of future performance.

Our operating results in any given period could be influenced by numerous factors, many of which we are unable to predict or are outside of our control. Given our limited operating history and the changing markets in which we compete, our operating results in the near future may not be useful in predicting our long-term operating results. In addition, domestic and global economic concerns continue to create some uncertainty and unpredictability and add risk to our future outlook.

An economic downturn in any particular region in which we do business, including the United States, Europe, Australia, Middle East, Asia, could result in reductions in revenue and other adverse effects that could help or harm our operating results.

5. Exchange rate fluctuations of the dollar

Exchange rate fluctuations could reduce our earnings when stated in U.S. dollars. If international sales are denominated in currencies other than the U.S. dollar, a decline in the value of those other currencies against the U.S. dollar would have the effect of decreasing our earnings when stated in U.S. dollars. We do not engage in any hedging transactions that might have the effect of minimizing the consequences of currency fluctuations; however, we may do so in the future.

6. Reliance on third parties

We rely on third party vendors for various services. We rely on third party suppliers and vendors. We do not control the operations of these suppliers and vendors. If any of these third-party suppliers and vendors terminate their relationship with us, or do not provide an adequate level of products or services, it would disrupt our business and could adversely affect our operating results. We will implement a supply interruption strategy and identify redundant sources of supply in key areas.

7. International environment

Our international operations are subject to increased challenges and risks. We expect to expand our international operations in the future. However, we have a limited operating history, and our ability to manage our corporation and conduct our operations internationally requires considerable management attention and resources and is subject to the particular challenges of supporting a business in an environment of multiple languages, cultures, customs, legal and regulatory systems, alternative dispute systems and commercial markets. International expansion will require us to invest significant funds and other resources. Operating internationally subjects us to risks and may increase risks that we currently face. These risks could arise from political, economic, or other uncertainties, in USA, or other places, and could include problems with transportation or shipping facilities, labor conditions, environmental rules, health and consumption regulations, export or import controls, trade barriers, tariffs, taxation, fluctuation in currency rates, weather, domestic instability, expropriation, war or other events beyond the control of the Corporation and its affiliates.

8.                     Political factors

Our corporation is subject to the risk that the politics and government of the USA could face upheaval or disruption. The politics and government of the USA have been unsettled in the past.

9. Intellectual property protection

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services, and brand. The trade secrets, trademarks, copyrights, patents, and other intellectual property rights that we have or acquire are important assets for us. We rely on, and expect to continue to rely on, a combination of confidentiality and license agreements with our employees, consultants and third parties with whom we have relationships, as well as trademark, trade dress, domain name, copyright, trade secret and patent laws, to protect our brand and other intellectual property rights. However, various events outside of our control could pose a threat to our intellectual property rights, as well as to our products, services, and technologies. There can be no assurance our intellectual property rights will be sufficient to protect against others offering products or services that may be perceived as substantially similar to ours and compete with our corporation.

10. The Corporation may not have enough capital as needed and may be required to raise more capital    

We may require additional capital to support our operations or the growth of our corporation, and we cannot be certain that this capital will be available on reasonable terms when required, or at all. From time to time, we may need additional financing to operate or grow our corporation. Our ability to obtain additional financing, if and when required, will depend on a variety of factors, including demand for NDB, our operating performance, the condition of the capital markets and other factors, and we cannot assure you that additional financing will be available to us on favorable terms when required, or at all. Ultimately, if we are unable to raise sufficient debt and equity financing, our ability to continue to support our operations could be significantly impaired and our operating results may be harmed.

11. Any type of operational delay

We face various operational risks that could undermine the launch of our products or affiliates in the USA and/or any other part of the world. Problems could arise in connection with the construction of our plant and infrastructure. Issues may also arise in negotiating and implementing sub-contracts, material and labor costs, delay or incomplete performance, timing and availability or utility of legal remedies. Problems could arise in connection with natural disasters and other acts of God beyond our control. Problems could also arise in connection with the manufacturing of NDB. These could involve, without limitation, problems with the plant itself, machinery or equipment malfunction, labor supply, supply or storage. Moreover, our strategy for marketing and selling the NDB has not been tested. While we believe this strategy will be successful, we are unable to assure you that it will be.

12. Effective recruitment of personnel

We depend on highly skilled personnel to grow and operate our corporation, and if we are unable to hire, retain and motivate our personnel, we may not be able to grow effectively. Our future success will depend upon our continued ability to identify, hire, develop, motivate, and retain highly skilled personnel, including senior management, engineers, designers and product managers. Identifying, recruiting, training, and integrating qualified individuals will require significant time, expense, and attention. Competition for highly skilled personnel can be intense. If we are not able to effectively add and retain employees, our ability to achieve our strategic objectives will be adversely impacted, and our corporation will be harmed.

13.                     Effective effort of our corporation employees and managers

Our ability to execute efficiently is dependent upon contributions from our employees, in particular our senior management team. In addition, from time to time, there may be changes in our senior management team that may be disruptive to our corporation. If our senior management team, including any new hires that we may make, fails to work together effectively and to execute our plans and strategies on a timely basis, our corporation could be harmed.

14. Reasons of force majeure

The Corporation is subject to unpredictable events, such as the risks of earthquakes, fire, power outages, floods and other catastrophic events, medical epidemics such as the COVID-19 outbreak, and to interruption by man-made problems such as terrorism, for which we may not be insured. A significant natural disaster, such as an earthquake, fire, flood, or significant power outage could have a material adverse impact on the Corporation, operating results and financial condition. Despite any precautions we may take, the occurrence of a natural disaster or other unanticipated problems at a corporation location could result in lengthy interruptions in our services. In addition, acts of terrorism and other geopolitical unrest, particularly in certain countries, could cause disruption to our corporation.

15. Competition

The markets we intend to enter are served by well-established firms selling a variety of batteries. In addition, new competitors, new products, and new marketing techniques may enter or be employed in our targeted markets. Many of our competitors have greater financial resources and experience than we have. We cannot assure you that we will be able to compete effectively in our targeted or other markets. Even if we are able to compete, competitive pressures might significantly impede our efforts and prevent us from reaching our financial objectives. Therefore, if we are unable to compete effectively for customers, the Corporation and operating results could be impacted.

16. Successful management of the Corporation’s growth

The Corporation may not be able to expand the Corporation's products offerings, the Corporation's markets, or implement the other features of the Corporation's business strategy at the rate or to the extent presently planned. The Corporation's projected growth will place a significant strain on the Corporation's administrative, operational, and financial resources. If the Corporation is unable to successfully manage the Corporation's future growth, establish and continue to upgrade the Corporation's operating and financial control systems, recruit and hire necessary personnel, effectively manage unexpected expansion difficulties and in general, manage business, research and development, expansion, growth and operating expenses, the Corporation's consolidated financial condition and consolidated results of operations could be materially and adversely affected.

17.                     Obtaining required Licenses

The Corporation may not be able to operate its facilities or obtain and maintain licenses and permits necessary for such operation, in compliance with laws, regulations and other requirements, which could adversely affect its business, results of operations or financial condition. NDB, Inc. will be subject to laws and regulations affecting its operations in a number of areas, including, but not limited to, R&D activities and manufacturing processes (production, packaging, use, storage and transportation), safety, facilities, environment, intellectual property ownership and infringement, import and export requirements. The successful execution of the objectives will be dependent upon compliance with all applicable laws and regulations, as well as obtaining all necessary regulatory approvals, licenses, and registrations, which may be onerous and time-consuming and reasonably likely to have a material impact upon NDB, Inc. future financial performance.

18.                 Team

The Corporation depends on a small management team and may need to hire more people to be successful. There is no assurance that the Corporation will be able to identify, hire and retain the right people for the various key positions.

19. Customer complaints or litigation on behalf of our customers or employees may adversely affect our business, results of operations or financial condition.

The Corporation’s business may be adversely affected by legal or governmental proceedings brought by or on behalf of their residents, customers, or employees. Regardless of whether any claims against the Corporation are valid or whether they are liable, claims may be expensive to defend and may divert time and money away from operations and hurt our financial performance. A judgment significantly in excess of their insurance coverage or not covered by insurance could have a material adverse effect on the Corporation’s business, results of operations or financial condition. Also, adverse publicity resulting from these allegations may materially affect the Corporation.

4.2       Risks related to the securities

AN INVESTMENT IN THE COMMON STOCK OF THE CORPORATION (THE “SHARES”), INVOLVES AN EXTREMELY HIGH DEGREE OF RISK. THIS ANALYSIS OF THE RISK FACTORS IS TO BE READ AND CONSIDERED BY EACH PROSPECTIVE INVESTOR IN COMBINATION WITH THE SUBSCRIPTION AGREEMENT AND RELATED INVESTMENT DOCUMENTS. IN MAKING AN INVESTMENT DECISION, EACH INVESTOR SHOULD CAREFULLY CONSIDER THE IMPACT OF THE FOLLOWING FACTORS:

1. The Corporation Has Limited Tangible Assets and Its Continued Operation Requires Funding

The Corporation has limited tangible assets and its continued operation requires funding, even beyond the Maximum Offering amount. The Corporation currently has only minimal assets and a significant portion of its funding will come from this Offering, which is unlikely to be enough to bring the Corporation to profitable operations. Further fundraising may likely be necessary in order to make the Corporation’s business plan viable. Any such fundraising (whether by future offerings of equity or debt securities, or by borrowing money) may be on terms that are better than the terms offered to investors in this Offering.

2. Financial projections     

Any financial projections and assumptions in the Corporation’s business plan are provided for illustrative purposes only, are based on assumptions that may or may not occur and must not be relied upon. To the extent that the assumptions are inaccurate or incomplete, the financial condition of the Corporation may be adversely affected. There can be no assurance that any of the assumptions in the projections will be accurate. In the event that the assumptions are inaccurate or incomplete, the Corporation’s profitability would be materially affected. There can be no assurance that actual results will correspond with the financial projections.

3. Intellectual property protection

There can be no assurance that the Corporation is not infringing on the patent, trademark, or other intellectual property rights of a third party or that a third party is not infringing on the Corporation’s rights. In either event, the cost to the Corporation to defend its rights in its proprietary technology may be substantial, and the Corporation’s limited cash position may not permit an adequate defense or prosecution.

4. Need for additional financing for growth, substantial dilution         

In order to provide working capital, finance product development, inventories and related expenses for growth as reflected in the projections in the Corporation’s business plan, the Corporation may require substantial financing on a continuing basis. Additional financing in the form of debt or equity may be required in order for the Corporation to develop, market and sell products and to meet the projections in its business plan. If it does not obtain such additional financing, the Corporation may be unable to develop, market and sell its products. To the extent that any future financing requirements are satisfied through the issuance of equity securities, investors may experience significant dilution in the net tangible book value per share of their securities. The amount and timing of the Corporation’s future capital requirements will depend upon a number of factors, many of which are not within the Corporation’s control, including capital costs, marketing expenses, staffing levels and competitive conditions. There can be no assurance that the Corporation’s future capital requirements will be met. Furthermore, future investors may require preferred stock issued to them to contain provisions more favorable than those contained in the offering of the Shares, thereby reducing the value of the Shares. In addition, such issuance may require shareholder approval to amend the Corporation’s Certificate of Incorporation to authorize the shares of preferred stock to be issued in such future financing. Failure to obtain any required additional financing could adversely affect the growth of the Corporation.

5. Competition     

Present and potential competitors include companies which are well-established, have reputations for success in the development and sale of products and services, and have significantly greater financial, marketing, distribution, personnel and other resources than the Corporation, thereby permitting such companies to implement extensive advertising and promotional campaigns, both generally and in response to efforts by additional competitors, to enter into new markets and introduce new products and services.

6. Dependence on key personnel

The Corporation is dependent on the continued services of its chief executive officer Doctor Nima Golsharifi and the chief technology officer Professor Sir Michael Pepper. The Corporation would be adversely affected by the loss of either of the foregoing individuals if qualified replacements could not be found without undue delay, an event that should be considered unlikely.

7. Limitation on transferability and marketability     

Prior to the filing of this Offering Circular, there is no public market for the Shares offered through under this Offering Statement through which an investor may resell them. Moreover, it is impossible to predict the extent to which investor interest in our Corporation could lead to the development of a trading market, or its liquidity. The offering price for the Shares of our Common Stock in this Offering has been arbitrarily determined and may not be indicative of the price that will prevail in any trading market following this Offering, if any. The market price for our Common Stock may decline below the Offering price, and our stock price is likely to be volatile.

Even though we intend to list our Common Stock for trading on a securities exchange in the future, such as the NASDAQ and/or NASDAQ Private Market, it is uncertain when our Common Stock will be listed on an exchange for trading, if ever. As a result, our Common Stock sold in this Offering may not be listed on a securities exchange for an extended period of time, if at all. In such a case, it may be difficult to sell or trade in our Common Stock, thus affecting the liquidity of our Shares.

8.                     Absence of registration of the shares     

The Shares have not been registered under the Securities Act of 1933, in reliance upon exemptions from registration provided by 17 CFR § 230.251 (Scope of exemption) Regulation A, pursuant to section 3(b) of the 1933 Securities Act. Prospective investors must recognize that they do not have the same protections afforded by fully registered offerings, despite the Offering Statement prior review by regulatory authorities. The Shares will not be registered under any state securities laws in reliance on exemptions from registration. Moreover, the Corporation does not intend to engage in any activities that would cause the Corporation to be deemed an “investment company” under the Investment Company Act of 1940 as amended and will not be registered as an investment Corporation under the Investment Corporation Act of 1940 (the “Investment Company Act”). Consequently, purchasers of the Shares will not be afforded certain of the protections of the Investment Corporation Act. Accordingly, prospective investors must judge the adequacy of disclosure, and the fairness of the terms of this Offering on their own. A prospective investor should consult with an attorney, accountant, or other qualified investment adviser prior to subscribing for the Shares.

9. Uninsured losses; hazards beyond the corporation’s control

There may be types of insurance that the Corporation has not obtained. If a claim should occur, the Corporation could lose its invested capital and be forced to discontinue its business operations. The occurrence of some unforeseen catastrophe, natural or manmade, such as a computer virus, could substantially damage the Corporation’s property and the market potential of its products. If some unforeseen catastrophe should occur which would render it impossible for the Corporation to implement its business plan, or if the Corporation should experience a labor shortage or work stoppage, the Corporation would be adversely affected.

10. No plan for dividends

The Corporation has no obligation to pay dividends to shareholders and the Shares issuable upon conversion thereof do not and will not require payment of dividends. We have not paid any cash dividends on our shares of Common Stock to date. The payment of cash dividends on our Common Stock in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition and will be within the discretion of our Board of Directors. It is the present intention of our Board of Directors to retain all earnings, if any, for the development, operation, and expansion of our business and, accordingly, our Board of Directors of does not anticipate declaring any dividends on our Common Stock in the foreseeable future. As a result, any gain you will realize on our Common Stock will result solely from the appreciation of your Shares.

11.   There is no current market for NDB’s shares. 

There is no formal marketplace for the resale of our securities. Shares of the Corporation’s Common Stock may eventually be traded to the extent any demand and/or trading platform(s) exists. However, there is no guarantee there will be demand for the shares, or a trading platform that allows you to sell them. Investors should assume that they may not be able to liquidate their investment or pledge their shares as collateral for some time.

12. Our business involves the use, transmission and storage of confidential information, and the failure to properly safeguard such information could result in significant reputational harm.

We may at times collect, store, and transmit information of, or on behalf of, our clients that may include certain types of confidential information that may be considered personal or sensitive, and that are subject to laws that apply to data breaches. We believe that we take reasonable steps to protect the security, integrity, and confidentiality of the information we collect and store, but there is no guarantee that inadvertent or unauthorized disclosure will not occur or that third parties will not gain unauthorized access to this information despite our efforts to protect this information, including through a cyber-attack that circumvents existing security measures and compromises the data that we store. If such unauthorized disclosure or access does occur, we may be required to notify persons whose information was disclosed or accessed. Most states have enacted data breach notification laws and, in addition to federal laws that apply to certain types of information, such as financial information, federal legislation has been proposed that would establish broader federal obligations with respect to data breaches. We may also be subject to claims of breach of contract for such unauthorized disclosure or access, investigation and penalties by regulatory authorities and potential claims by persons whose information was disclosed. The unauthorized disclosure of information, or a cyber-security incident involving data that we store, may result in the termination of one or more of our commercial relationships or a reduction in client confidence and usage of our services. We may also be subject to litigation alleging the improper use, transmission or storage of confidential information, which could damage our reputation among our current and potential clients and cause us to lose business and revenue.

13.                     Voting control is in the hands of the Corporation’s founder.

Voting control is concentrated in the hands of the Corporation’s founder, Dr. Nima Golsharifi (the “Founder”), who owns more than 85% of the voting Common Stock. You will not be able to influence our policies or any other corporate matter, including the election of directors, changes to our corporation’s governance documents, expanding any employee equity or option pool, and any merger, consolidation, sale of all or substantially all of our assets, or other major action requiring shareholder approval. The Founder will make all major decisions regarding the Corporation. As a minority shareholder, you will not have a say in these decisions.

14. The Corporation expects to continue to raise additional capital through equity offerings and to incent its employees with equity incentives. Therefore, your ownership interest in NDB is likely to continue to be diluted.

The Corporation may offer shares of its Common Stock and/or other classes of equity any of which offerings would dilute the ownership percentage represented by any shares of Common Stock purchased by you.

15. The purchase prices for the Series Interests have been arbitrarily determined. 

The purchase price for the Common Stock has been arbitrarily determined by the Corporation and bears no relationship to the Corporation’s assets, book value, earnings, or other generally accepted criteria of value. In determining pricing, the Corporation considered factors such as the Corporation’s limited financial resources, the nature of its assets, estimates of its business potential, the degree of equity or control desired to be retained by the existing unit holders, general economic conditions and official 409A Carta Valuation.

16. Investors in this offering may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the agreement. 

Investors in this offering will be bound by the subscription agreement, which includes a provision under which investors waive the right to a jury trial of any claim they may have against the Corporation arising out of or relating to the agreement, including any claims made under the federal securities laws. By signing the agreement, the investor warrants that the investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the investor’s jury trial rights following consultation with the investor’s legal counsel.

If you bring a claim against the Corporation in connection with matters arising under the agreement, including claims under the federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the Corporation. If a lawsuit is brought against the Corporation under the agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

Nevertheless, if the jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the agreement with a jury trial. No condition, stipulation or provision of the subscription agreement serves as a waiver by any holder of the Corporation’s securities or by the Corporation compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.

In addition, when the shares are transferred, the transferee is required to agree to all the same conditions, obligations, and restrictions applicable to the shares or to the transferor with regard to ownership of the shares, that were in effect immediately prior to the transfer of the shares, including but not limited to the subscription agreement.

5          DILUTION

Dilution means a reduction in value, control, or earnings of the shares the investor owns.

The following table summarizes the differences between the total consideration and the weighted-average price per share of our Common Stock paid by, on the one hand, officers, directors, and affiliates of the Corporation who have acquired shares of our Common Stock prior to the date of this Offering Circular and, on the other hand, investors participating in this Offering, before deducting estimated Offering expenses, assuming that the maximum gross proceeds from the Offering of $30,450,000 are raised and that the maximum number of Shares presented on the cover of the Offering Circular are sold. As of the date of this Offering Circular, an aggregate of 31,390,560 shares of our Common Stock are issued and outstanding.

In addition, there are 4,000,000 shares of our Common Stock reserved for issuance under the Corporation’s 2019 Equity Incentive Plan.

The table below does not include any exercise of outstanding awards under the Corporation’s 2019 Equity Incentive Plan.

	Share Purchased		Total Consideration		Weighted-Average Price
	Number	Percentage	Amount	Percentage	Per Share
Existing shareholders before this Offering	31,390,560	81.77%	$1,306,320	4.11%	$0.04
New investors in this Offering	7,000,000	18.23%	$30,450,000	95.89%	$4.35
Total	38,390,560	100%	$31,756,320	100%

Note 1: Assumes the sale of 7,000,000 Shares of Common Stock at $4.35 per Share for gross proceeds of $30,450,000.

5.1       Future dilution 

Another important way of looking at dilution is the dilution that happens due to future actions by the Corporation. The investor’s stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g., convertible bonds, preferred shares or warrants) into stock.

If the Corporation decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most early stage companies are unlikely to offer dividends, preferring to invest any earnings into the company).

The type of dilution that hurts early-stage investors most occurs when the company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):

• In January 2016 John invests $20,000 for shares that represent 2% of a company valued at $1 Million.
• In August the company is doing very well and sells $5 Million in shares to VC on a valuation (before the new investment) of $10 million. John now owns only 1.3% of the company but his stake is worth $200,000.
• In January 2018 the company has run into serious problems and in order to stay afloat it raises $1 Million at a valuation of only $2 million (the “down round”). John now owns only 0.89% of the company and his stake is worth only $26,660.

This type of dilution might also happen upon conversion of convertible notes into shares. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a share price ceiling. Either way, the holders of the convertible notes get more shares for their money than new investors.

In the event that the financing is a “down round” the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more shares for their money. Investors should pay careful attention to the amount of convertible notes that the Corporation has issued (and may issue in the future, and the terms of those notes).

If you are making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

6          PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

This is an Offering of up to 7,000,000 Shares of our Common Stock. The Shares are being offered at a purchase price of $4.35 per share. None of the securities are to be offered for the account of securityholders; all net proceeds of this Offering will go to the Corporation. There is no minimum number of Offering Shares that we must sell in order to conduct a closing in this Offering and therefore the Offering will be conducted on a “rolling basis.” Consequently, there is no arrangement for the return of funds to subscribers if all of the securities to be offered are not sold.

The Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act for Tier 2 offerings, by the management of the Corporation directly to purchasers who satisfy the requirements set forth in Regulation A. The Corporation reserves the right to accept or reject any subscriptions in whole or in part at its sole discretion.

The Corporation intends to market the Shares in this Offering both through online and offline means and intends to rely on the exemption from broker-dealer registration contained in Exchange Act Rule 3a4-1. The Corporation is initially offering its securities in all states. Offers and sales to certain states will not begin until the Corporation has made the appropriate filings to become an “issuer-dealer”, or to record Corporation officers as agents, in which case it will start to sell in those states. In the event the Corporation makes arrangements with a broker-dealer (including an affiliated broker-dealer) to sell into these or other states, it will file a Supplement to this Offering Circular.

Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. None of our officers or directors are subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. None of our officers or directors are, or have been within the past 12 months, a broker or dealer, and none of them are, or have been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, our officers or directors will continue to primarily perform substantial duties for the Corporation or on its behalf otherwise than in connection with transactions in securities. Our officers or directors will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii) except that for securities issued pursuant to rule 415 under the Securities Act, the 12 months shall begin with the last sale of any security included within one rule 415 registration.

6.1       Start and expiration dates

This Offering will start on the date this Offering Circular is declared qualified by the SEC and will terminate at the earlier of (i) 12 months after the commencement of the sale of Common Stock under this Offering  (ii) the date on which the Maximum Amount of Common Stock being offered is sold, or (iii) when the Board of Directors of the Corporation elects to terminate (in each such case, the “Termination Date”) or cancel the Offering.

If we extend the Offering, we will provide that information in an amendment to this Offering Circular. If we terminate early or cancel it, we may do so without notice to you, although if we cancel the Offering all funds that may have been provided by any investors will be promptly returned without interest or deduction.

6.2       Transfer agent

The Corporation has engaged eShares, Inc. DBA Carta, Inc. to serve as transfer agent to maintain shareholder information on a book-entry basis. 

All Shares will be issued to investors in book-entry only format and will be represented by a stock transfer ledger, maintained by our Transfer Agent and registrar.

Investors will not be entitled to have the stock certificates registered in their names and will not receive or be entitled to receive physical delivery of the Shares in definitive form.

Transfers of investors, common stock will be facilitated through the Transfer Agent. As a result, you will not be entitled to receive a stock certificate representing your interest in the Shares. Your ability to pledge Shares, and to take other actions, may be limited because you will not possess a physical certificate that represents your Shares. Investors will receive written confirmation from the Transfer Agent upon closing of their purchases.

Transfers of the Shares will be recorded on the stock transfer ledger maintained by the Transfer Agent. We have no responsibility for any aspect of the actions of the Transfer Agent. In addition, we have no responsibility or liability for any aspect of the records kept by the Transfer Agent relating to, or payments made on account of investors in, the Shares, or for maintaining, supervising or reviewing any records relating to ownership of Shares. We also do not supervise the systems of the Transfer Agent.

6.3       Procedures for subscribing

Each investor in this Offering will be required to complete a subscription agreement through the online platform maintained by DocuSign, Inc. or by filling out a paper subscription agreement and mailing it to the Corporation at info@ndb.technology. The subscription agreement contains provisions regarding the governing law and jurisdiction for actions related to the subscription agreement; provided that such provisions in the subscription agreement will not apply to claims brought under the federal securities laws and the rules and regulations thereunder.

For online subscriptions, go to https://ndb.technology/ click on the “Invest Now” button and follow the procedures as described.

Our website will redirect interested investors via the “Invest Now” button to a page where investors can receive, review, execute and deliver subscription agreements and electronic payments. In order to subscribe to purchase the Shares, a prospective investor must complete a subscription agreement and send payment by check, wire transfer or Livewire.

We shall only deliver such subscription documents upon request after a potential investor has had ample opportunity to review this Offering Circular along with their counsel. Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. Further, we will not accept any money until the SEC declares the Offering Statement qualified. Proceeds will be held in an Offering Account at Silicon Valley Bank or Wells Fargo.

Any potential investor will be required to represent and warrant in their subscription agreement that they are an accredited investor as defined under Rule 501 of Regulation D or that their investment in the shares of common stock does not exceed 10% of their net worth or annual income, whichever is greater, if they are a natural person, or 10% of their revenues or net assets, whichever is greater, calculated as of their most recent fiscal year if they are a non-natural person.

By completing and executing their subscription agreement they will also acknowledge and represent that they have received a copy of this Offering Circular, they are purchasing the Shares of Common Stock for their own account and that their rights and responsibilities regarding their Shares of Common Stock will be governed by our chart and bylaws, each filed as an exhibit to the Offering Statement of which this Offering Circular is a part.

6.4       Acceptance of subscriptions

Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the Shares subscribed at closing. Once an investor submits the subscription agreement and it is accepted, they may not revoke or change their subscription or request their subscription funds. All accepted subscription agreements are irrevocable.

6.5       Right to reject subscriptions

After we receive investor’s completely executed subscription agreement and the funds required under the subscription agreement have been received in the Offering Accounts, we have the right to review and accept or reject investor’s subscription in whole or in part, for any reason or for no reason. We will return all funds from rejected subscriptions immediately to their, without interest or deduction.

6.6       Compliance

The Corporation has engaged to review subscription agreements and investor information, including KYC (Know Your Customer) data, AML (Anti-Money Laundering) and other compliance checks.

The Corporation and the Board reserve the right to request such information as is necessary to verify the identity of a prospective investor and to request such identification evidence in respect of a transferee of Shares. In the event of delay or failure by the prospective investor or transferee to produce any information required for verification purposes, the Corporation, or the Board, may refuse to accept the application or (as the case may be) to register the relevant transfer, and any funds received will be returned without interest to the account from which the monies were originally debited.

6.7       Offer outside of the United States 

NOTICE TO FOREIGN INVESTORS

IF THE INVESTOR LIVES OUTSIDE THE UNITED STATES, IT IS THE INVESTOR'S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER REQUIRED LEGAL OR OTHER FORMALITIES. THE CORPORATION RESERVES THE RIGHT TO DENY THE PURCHASE OF THE SECURITIES BY ANY FOREIGN INVESTOR.

7          USE OF PROCEEDS TO ISSUER

The Corporation intends to use the net proceeds of this Offering for the development of the NDB and its other solutions and as working capital in support of the fulfillment of the consultancy, engineering, and analytical services program. The NDB Cell would be the Corporation’s first product, with NDB Chantico, NDB Volta, development of future materials and DEP being the following products of the Corporation. If the Maximum Amount is sold in this Offering, the maximum gross proceeds from the sale of our Common Stock in this Offering will be $30,450,000. If we sell all of the Shares, we estimate that the net proceeds of this Offering will be approximately $30,375,228 after the payment of Offering costs (including expenses for printing, mailing, charges of professionals and other experts, expenses related to complying with state securities laws, accountants‘ and attorneys’ fees, travel expenses, consulting fees and other front-end fees, which are expected to be approximately $74,772: the Corporation reserves the right to pay placement fees to firms and persons assisting in the Offering up to an amount not to exceed 10% of the total Offering proceeds. 

The estimate of the budget for Offering costs is an estimate only and the actual Offering costs may differ. We also reserve the right to change the use of the proceeds in accordance with our strategic plans or if all of the Shares are not sold in this Offering. Accordingly, our management team will have significant flexibility and discretion over the allocation of the net proceeds of this Offering. The following table represents management’s best estimate of the uses of the net proceeds received from the sale of Common Stock in this Offering, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the Shares of Common Stock offered for sale in this Offering.

7.1       Percentage of offering sold

	100%	75%	50%	25%
Equipment & Facilities Capital	$13,098,090	$9,823,567.50	$6,549,045.00	$3,274,522.50
Research & Development	$16,826,050.00	$12,619,537.50	$8,413,025.00	$4,206,512.50
Working Capital	$451,088.00	$338,316.00	$225,544.00	$112,772.00
TOTAL	$30,375,228.00	$22,781,421.00	$15,187,614.00	$7,593,807.00

7.2       Equipment

List of equipment required for the fabrication of the prototypes is presented below:

Equipment	Manufacturer	Model(s)	Price
TEM	Thermofisher	Helios 5 CX	$742,935.50
Scanning X-ray Microprobe	PHI	Quantes HAXPES/XPS	$307,500.00
Photoelectron spectrometer	Thermofisher	NEXSA X-RAY	$258,517.25
Mass Spectrometer	PHI	Nano TOF 2	$271,250.00
Raman Spectrometer	Renishaw	inVia™ Qontor®	$61,604.50
Cyclic Voltammetry	Metrohm	KIT-TI884AUTO + SER-VACVS03	$16,744.75
Impedance Spectroscopy	Metrohm	PGSTAT302N - FRA32M Module	$4,234.20
LRC Meter	Metrohm	913 pH Meter with accessories	$407.75
Multimeter	FLIR DM284	FLIR DM284	$162.50
Wedge Bonder	Kulicke & Soffa	MPP i5000Wedge	$7,630.37
Plasma Cleaning System	PVA TePla	IoN 100WB Plasma System	$19,500.00
Vacuum Pump	PVA TePla	Standard Vacuum Pump/Blower	$8,562.50
IV	Keithley	4200A-SCS-PK3	$17,025.00
Picoammeter	Keithley	6487/E - Picoammeter	$1,197.50
Semiconductor Furnace	Inseto	PEO 604 Multipurpose Furnace	$50,724.50
Electron Beam Lithography	Raith	Voyager 935.000,00E	$320,750.00
Automatic Wafer Probers	SemiProbe Inc.	PS4L SA12	$44,167.50
Spark plasma sintering	FCT System	Hybrid Hot Press/Spark Plasma	$563,500.00
Sputtering + PVD + CVD	ULVAC		$1,200,000.00
High Voltage DC supply	Keithley	2290-10 - Bench Power Supply	$1,070.00
3D Printer	Builder	Builder Extreme 2000 PRO	$7,200.00
Micro Centrifuge	ESCO	220MICRO48	$1,043.75
Fume hood	ESCO	EFQ-8UDPVW	$3,580.00
Fume hood	ESCO	SCI-6N2-S	$3,750.00
Balance Enclosure	ESCO	ADC-6E2-C	$1,450.00
Air Showers	ESCO	EAS-3C2	$5,620.00
Storage Cabinet	ESCO	EQU/06-EGSC	$1,600.00
Ultrasonic Bath	Qsonica	Q800R3-110	$4,270.00
Dispenser	IKA	Magic Lab XP-DM	$11,735.00
Spin Developer	Cost Effective	DataStream™	$8,525.00
Hotplate	FisherBrand	Aluminium - 300°C	$298.13
Gun tap	RS Components		$159.06
Scanning Electron	FEI	Quanta250 SEM	$125,000.00
Dual Beam TEM	FEI	Helios NanoLab 1200AT DualBeam	$750,000.00
Raman Spectrometer	Renishaw	inVia Qontor confocal	$59,389.50
Cyclic Voltammetry	Metrohm	884 Professional VA	$16,337.00
Impedance Spectroscopy	Metrohm	Autolab PGSTAT302N	$4,234.20
Wire bonder	Kulicke & Soffa	4127	$5,912.50
Plasma Cleaning System	PVA TePla	ION 100 Gas	$19,500.00
IV	Keithley	4200 IV Measurement Unit	$21,169.31
Pico ammeter	Keithley	6400 Series	$1,489.00
Electrical Failure Analysis	FEI	FlexProber for Semiconductors	$750,000.00
Semiconductor Furnace	Inseto	PEO 604 for Hazardous Processes	$50,724.50
Automatic Wafer Probers	SemiProbe Inc.	PS4L-SA	$44,167.50
CVD reactor	AIXTRON		$125,000.00
Vacuum Hot Press	FCT System	Type HP W	$536,192.30
Sputtering system	Sci. Vacuum	V6000LL loadlock sputter system	$155,000.00
High Voltage DC supply	Keithley	2290 Series	$1,330.47
3D Printer	Builder	Builder Extreme 2000	$7,200.00
Micro Centrifuge	ESCO	Versati	$1,043.75
Fume hood	ESCO	Frontier Acid Digestion	$3,580.00
Fume hood	ESCO	Streamline Compounding Isolator	$3,750.00
Balance Enclosure	ESCO	Ventilated Balance Enclosure	$1,450.00
Air Showers	ESCO	Cleanroom Airshowers	$5,620.00
Storage Cabinet	ESCO	Garment storage cabinet	$1,600.00
Ultrasonic Bath	Qsonica	Q800R3-110	$4,248.75
Dispenser	IKA	Magic Lap	$11,735.00
Vacuum Flange	EVP Vacuum	ISO-CF flange	$4,751.77
Gun tap	RS Components	Swagelok compatible	$159.06
Laboratory Test leads	RS Components	Assorted models	$34.37
Total			$6,657,333.73

Note 1: as the technologies advance, the list of equipment may change time to time.

7.3       Facility land and development cost

Silicon Valley based R&D facility (USA)

NDB, Inc. plans on conducting R&D activities in its own facility based in Silicon Valley which will comply with radioactive material handling regulations (radioactive material required licenses, specifically research and development broad-type A, B, C program code 03610, 03611, and 03612 respectively).

The R&D facility will be built by HOK the architects of the Nuclear Regulatory Commission and many more similar types of buildings. Their know-how of building scientific, research and development facilities, which will comply with radioactive material handling regulations, will allow seamless access to resources and equipment by staff that includes the state-of-the-art cleanrooms and laboratories as well as office spaces, web conference suites and any annexes that will be added according to later needs. The scientific and processing departments of NDB, Inc. include electronics facility, materials & vacuum facility, spectroscopy facility, semiconductor facility and design Facility.

The California facilities will be provisioned with radioactive material required licenses, specifically research and development broad-type A, B, C program code 03610, 03611, and 03612 respectively.

Having this will enable NDB to deliver the prototype timely and manufacture the customized solutions for various market players including defense contractors. Apart from the technology development itself, having this facility could generate revenue through granting access to other R&D projects coming from different entities. NDB’s facility will allow (i) the ability of in-house development; (ii) the possibility of experimenting related innovative solutions for product manufacturing and customization; and (iii) revenue generation through consultancy and nuclear waste recycling. In a nutshell, NDB facility will play a significant role in production, testing, development, and delivery of this remarkable innovation.

Factor	Facility size (ft2)	Estimated unit (cost/value)	Total cost
Cleanroom/Laboratory	8,200	$190.00	$1,558,000.00
Office Area / Meeting rooms	4,000	$160.00	$640,000.00
Auditorium	6,042	$170.00	$1,027,140.00
Warehouse	3,776	$60.00	$226,560.00
Training Centre	2,266	$160.00	$362,560.00
Common area	4,531	$103.00	$ 466,693.00
Surface Car Park	3,000	$14.00	$ 42,000.00
Total Land	31,814	$59.00	$1,877,026.00
Total	31,814	-	$6,199,979

R&D Facilities in Switzerland

The focus of NDB, Inc. in Europe is located around Switzerland, specifically Canton of Neuchatel, where we plan to establish a new plant. Significantly an extremely low tax rate (<1%), availability of grants through Innosuisse, the canton and the government, access to radioisotopes through CERN and EPFL, and high-profile human resources, are amongst the main reasons for NDB, Inc. to establish in Switzerland.

7.4       List of IT equipment required for the building and operations

Equipment	Manufacturer	Model	Cost (Year 1)	Cost (Year 2)
Accessories	Mix	Variety of items	$10,000.00	-
Audio	Mixed	Theater Sound Package	-	$30,000.00
Display	Dell	P2719H IPS	$790.00	$2,370.00
Firewall	Cisco	ASA 5545-X	-	$10,000.00
iPad Pro	Apple	iPad Pro	$1,200.00	$1,200.00
Mac Pro	Apple	Mac Pro	$2,500.00	$2,500.00
Macbook Pro	Apple	MacBook Pro 15 inch	$1,250.00	$1,250.00
Mobile Phone	Apple	iPhone XS Plus	-	$2,500.00
Printer	Lexmark	X950dhe	$1,300.00
Surveillance	Samsung	43 LED - NU6900 Series	-	$300.00
Surveillance/Server	Synology	FS3017 +1TB SSD Storage/Person	-	$15,000.00
Surveillance/Server	Synology	Expansion Unit RX2417sas	-	$3,000.00
Switch	Cisco	Nexus N3K-C3048TP 1GB 48 Port	-	$500.00
Teleconference	Cisco	Webex Board 85	-	$15,179.69
Teleconference	Cisco	Cisco Webex Share Dongle	-	$1,140.00
TV	Sony	LED X850F	$10,000.00	$2,999.00
Total			$17,040.00	$87,938.69

7.5       List of office equipment required for the building and operations

Equipment	Cost (Year 1)	Cost (Year 2)
Office Desk	$1,500.00	$3,000.00
Office Chair	$300.00	$600.00
File Cabinet	$150.00	$600.00
Sofa	$8.00	$800.00
Total	$1,958.00	$5,000.00

7.6       Payroll expenses

Type	Count (Year 1)	Count (Year 2)
Engineering	16	32
Finance	12	24
HR	2	4
Marketing	1	2
Total Headcount	31	62

Type	Cost (Year 1)	Cost (Year 2)
Employees	$1,610,546	$3,221,092
Salary & Wages	$1,610,546	$3,221,092
Bonus Pool	$0	$322,109
Payroll Tax	$99,854	$199,708
Employee Benefits	$0	$0
Contingency reserve 5%	$85,520	$187,145
Total Payroll	$1,710,400	$3,742,909

Because the offering is a “best effort” offering with no minimum offering amount, the Corporation may close the offering without sufficient funds for all the intended purposes set out above and may not even cover the expenses of the offering. In that event, it will look to other sources of funds, including loans from its officers to fund its operations, although there can be no assurance that such funds will be available.

The Corporation reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Corporation and the discretion of the Corporation’s management. The Corporation may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate.

While the Corporation intends to use substantially all of the proceeds of the Offering for its nanotechnology business, an investment in the securities offered is an investment in the Corporation as a whole and not a specific business segment. Any differences in allocations of funds from the “Use of Proceeds” will be added to or subtracted from Working Capital. Pending their use, a portion of proceeds of the Offering may be invested in activities issued or guaranteed by the United States government.

We believe that the net proceeds of the Offering, if we raise the Maximum Amount, will allow us to operate for at least the next 24 months. Further, we expect that during or after such a 24-months period, we will be required to raise additional funds to finance our operations until we can conduct profitable revenue-generating activities.

The Corporation intends to use a portion of the proceeds raised in this Offering to fund the compensation payable to its executive officers, as described under “Compensation of Directors and Executive Officers” below, which, as of the date hereof, involves the payment of a total sum as per year as outlined below pursuant to our executive officers’ Employment Agreements.

8          DESCRIPTION OF BUSINESS

8.1       Overview

NDB, Inc. is a California C-corporation incorporated on February 4^th, 2019, headquartered in San Francisco, California. 

NDB, Inc. is developing new cutting-edge clean energy innovations, namely the novel NDB Cell, NDB Chantico, NDB Volta, advanced materials, and DEP.

Modern life is heavily reliant on portable battery-powered devices affecting daily aspects of our lives, ranging from telecommunication devices to transport vehicles and beyond earth in aerospace technology. There is an increasing demand for efficient and cost-effective batteries from manufacturers, meaning a constant need to improve the current state of affairs. Conventional batteries have been riddled with numerous concerns, and in the age of increasing consciousness about global warming and waste accumulation, production must be in line with sustainable development principles and the process of qualitative change.

The NDB vision is to develop and manufacture new cutting-edge technologies to promote a clean and green energy solution for the future and foresees that innovation and environmental awareness will go hand in hand.

NDB Cell is a radioisotope electric generator-based device that can provide clean energy to power numerous applications over their entire lifespan and overcome the limitations of the existing energy generation/distribution solutions. It can be used to power applications in many fields such as automotive, sensors, space machinery, and other consumer electronics. 

In brief, NDB is a safe, clean, and versatile solution to the globally growing energy demand creating charge from recycled nuclear waste. One of the critical innovations of NDB is the utilization of a proprietary nanostructure that allows for enhanced device performance and highly sophisticated safety features, which covers radiation, thermal and mechanical aspects. 

We research the most efficient energy conversion methods and materials to simulate while keeping on track to produce our commercial prototypes. NDB research started with selecting the most suitable technology for the cause, choosing between different energy harvesting techniques. The team then moved on to choosing the optimal material combination for the source, power storage, and transducer. Preliminary calculations were completed to select the best radioisotopes for each power level considering all relevant factors, including decay chain, half-life, safety, and availability. Although investigation on supercapacitors as power storage was undertaken and concluded, the optimization of the converter material had various stages. During the process, many hurdles were overcome to ensure the best conversion efficiency and longevity of the components. This research led to the NDB T1 transducer.

Once the materials had been selected, the R&D team began investigation on the optimal cell design and geometry to magnify efficiency and scalability. The NDB concept and design are now being incubated, ready for simulation and development of a commercial prototype alongside our partners.

In a nutshell, this innovation has two benefits to society: firstly, it will provide the next-generation clean energy solution in line with the trend and initiative outlined by the International Energy Agency and Electric Vehicles Initiative under the Paris Agreement, and secondly, provide a toxic waste solution to issues reported by organizations such as AMEC and Radioactive Waste Management LTD.

During the research on our first product, the NDB Cell, we have initiated other state-of-the-art and disruptive products research and development.

The NDB Chantico would enable us to utilize the high-level nuclear waste such as spent fuel into clean power technology. Whereas the NDB Volta would potentially incinerate the spent fuel minor actinides, thereby removing the long-lived transuranic elements from the fuel inventory. Additionally, NDB DEP will promote energy efficiency and security.

All NDB’s products have the same mission to reuse nuclear waste for green energy production. The advanced transducer materials project is to push the boundaries of the NDB Cell and NDB Chantico to higher power applications by discovery of efficient materials.

8.2       Objectives

• NDB’s primary goal is to give an energy solution that will be sustainable and damage-free for the environment and a sustainable future.
• NDB is always looking for alternatives to create clean and lifelong energy.
• The battery industry is always looking for efficient and cost-effective alternatives. NDB has accepted this challenge and is working towards improving this field to provide cost-effectiveness and accessibility.
• NDB cares about the environment and wants to help the world understand the importance of disposing of waste, repurposing hazardous waste for a cleaner alternative, as it threatens future generations’ wellbeing.
• One of the many vital merits of this innovation, due to the half-life of isotopes, the battery developed through this business will be able to provide energy perpetually during the application’s lifetime.
• In addition, safety from radiation is achieved by using the encapsulator alongside several other technologies. The said technologies will then be packaged in a wide range of common form factors. Through this, NDB will provide a solution for clean energy, radioactive waste disposal, jobs, and intellectual property.

8.3       Our culture

The Corporation has mastered the very best talents from all corners of the map, with a rich tapestry of staff, both in diversity and expertise. The team has extensive experience in operating multinational corporations from various disciplines. NDB’s team is composed of experienced executives and scientists of the necessary fields.

NDB, Inc. was founded under the belief of leaving the earth a better place for future generations. Clean energy innovations that set sail into the uncharted waters of science should be ecologically friendly and sustainable so that we could pass on the world in a better state for the next generations to come. NDB, Inc. will spare no effort to achieve this.

8.4       Our responsibility

NDB, Inc. is committed to the development and manufacturing of the NDB such that we promote a clean and green energy solution for the future. NDB, Inc. believes in the coexistence of innovation and the environment.

We believe it is our responsibility that our innovations make the lives much better whilst being environmentally friendly.

8.5       Our vision

In the ever-increasing digital age where much of our life is dependent on electronics NDB becomes truly useful and beneficial for society by providing the user with the convenience of not having to worry about immediately running out of charge.

We believe this multi-purpose energy solution will have a greater mission which is the environment. It is also remarkable that NDB envisions removing thousands of tons worth of nuclear waste globally. Another significance is the creation of research jobs in the immediate future and manufacturing jobs upon product launch.

8.6       Our performance

NDB, Inc. has a vast team of experts both in business and science to deliver the much-needed green energy solution. Allowing NDB, Inc. to be part of the large global battery market.

8.7       Our values

• Client Value Creation
• Diversity
• Exceptional
• Innovative
• Integrity
• Leadership
• One Global Network
• Passion
• Respect
• Responsibility
• Teamwork

8.8       Need

Nuclear power stations produce highly toxic radioactive waste that needs to be stored securely for a significant amount of time, usually decades or more until it is considered safe. This technology converts the radioisotopes present within the waste into electricity, which reduces the amount of storage space required for nuclear waste.

In addition, NDB’s technology has the potential to replace other energy sources such as gasoline and lithium-ion batteries, reducing their negative environmental impacts caused by emission and toxic metal waste products, respectively.

Another trend is the shortage of cobalt, a crucial component of Li-ion batteries. The price of cobalt is projected to increase substantially due to the increased demand. Much in the same way that indium did to make touch screens for smartphones. Since our battery does not contain any cobalt it is a conflict-free solution that is not affected by the supply shortage of its raw material.

Finally, one of the most important recent trends is the sudden increase in demand for electric vehicles. After the Paris Agreement, governments around the world are working towards shifting fossil fuel-powered vehicles to electric vehicles. A market that is a natural fit for our batteries, driving up the demand for our innovation.

8.9       The organizational structure of our business

NDB, Inc. has an organizational structure that is expertly geared towards continuous business growth and prosperity with particular emphasis on communication. This allows NDB, Inc. to work cohesively with different parts of the organization whilst maintaining managerial control over its ever-growing international operations.

NDB, Inc. follows a unitary form (U-form) Corporation structure where the business strategy and decision making is carried out by the corporate department. Therefore, by doing so NDB, Inc. is able to deliver a unified and coordinated business operation, which allows NDB, Inc. to be able to offer a focused and higher quality service.

The global operation of NDB, Inc. is based on a function-based hierarchy. As a result, it is a type of operation where the functional teams or offices oversee the domestic and international operation flexibly. Consequently, this type of corporate structure is common in a corporation that aims to maintain strict managerial control of their operations.

8.10  Our business plan

The Corporation’s business plan is to develop and provide industries and consumers with new cutting-edge clean energy innovations. The Corporation’s business is intended to create a positive impact on society and environment as a whole and balance the interests of its shareholders and the interests of those materially affected by the Corporation’s activities, decisions, conducts.

Our products have been carefully identified and chosen to meet its vision, boost economic activities in communities, meet global energy demands, and utilize nuclear waste as the power source for clean energy production. Of the many critical merits of the NDB innovation, nuclear power sources’ energy density would enable NDB Inc. to provide energy perpetually during the device lifetime. 

In addition, safety is one of the core principles of our technologies. The protection from radiation in the NDB is achieved by a defense in depth strategy. Ion implantation is used to protect the source and ensure it is inaccessible alongside several other encapsulation technologies. NDB is entirely scalable and can be shaped into a wide range of common form factors.

The same amount of safety goes to all the products. NDB Volta would incinerate the high-level transuranic elements, hence could be termed as a burner reactor. Keeping in mind the longevity of operations, the reactor could be also termed as a fission battery.

The Corporation is committed to protecting the environment as a responsible business and environmentally responsible corporation. We believe strong ties between our business activities, by-products, and other resources that are offering tremendous advantage for the Corporation to develop and build environmentally friendly products and implement environmental stewardship into all parts of our operations. However, we foresee certain risks alongside enormous opportunities that should be taken care of since the welfare of people, the environment and the development of the economy are of utmost importance for us.

In addition, assuring safety and health to our consumers represents our number one priority. Protection from radiation is achieved by the use of the protective shell alongside several other technologies. The said technologies will then be packaged in a wide range of common form factors to achieve the power demands of the application. 

NDB, Inc. is committed to being a clean, transparent, sustainable energy Corporation. Our social promise is to remain environmentally committed while developing proprietary technologies, transparent consumer product formulations, manufacturing and academic partnerships that will produce an easily accessible, diverse, and safe product intended to advance consumer’s usage of electronic devices, as well as provide a more advanced way to dispose of nuclear waste.

8.11  Description of our products and services

Incorporating NDB Inc.’s products into the NDB ecosystem would be the next step for the Corporation. The product lines would be NDB Cell, NDB Volta, NDB Chantico, NDB Materials, and DEP. 

All named technologies have the Corporation’s motive to generate clean energy using nuclear power sources, ideally from nuclear waste. 

The NDB Volta applications focus on defense, transport (submarines, ships, and aircraft), industrial, residential, and potentially scaling to nuclear spacecraft propulsion. The chemical spacecraft can only take us so far, and to reach multiple space expeditions and interstellar travel, we would need to look into nuclear-powered spacecraft. In comparison, the NDB Chantico would be an intermediate HERTG product line that would accelerate nuclear waste incineration. Current RTGs are limited in efficiency but can be used to power space satellites with transuranic stockpiles. NDB Chantico will target similar sectors and exceed previous generations of RTGs. 

8.11.1                       NDB Cell

NDB Cell belongs to a class of devices known as Radioisotopic Electric Generator (REG). A device that generates charges using the decay of radioisotopes as an energy source. Although emerging, the concept of betavoltaics is well established where organizations such as NASA have developed tritium-based betavoltaics respectively in recent years. Depending on their radioactive half-life, REGs require neither recharging nor replacing. REGs are extremely promising as batteries for devices that are expected to last for a very long period (such as pacemakers) or devices that are difficult to reach (such as space electronics and therefore NASA’s interest).

One of the reasons it has not broken into the commercial application is its low power output that limits its use to low power devices such as pacemakers. REG may generate charge non-stop for hundreds of years (even thousands depending on the radioactive half-life), but without an appropriate storage system, the generated charge is wasted.

Another reason for REG being unexplored commercially is its very nature of being reliant on semiconductor technology that itself is an active region of research. However, the commercial success of semiconductor devices and their fabrication methods (especially for computer chips) has now lowered this barrier. The technological barrier is more so because it relies on controlled materials that not many research groups have access to.

In traditional voltaic devices, the radioisotope source will be layered on the top of the semiconductor unit, which results in loss of radiation escaping in other directions. However, NDB uses multiple radioisotopes embedded and conversion layers that are stacked to cover almost all the radiation emissions, which results in increasing the number of charges being generated. Theoretical and preliminary calculations show that the radioisotope being embedded inside the transducer increases the efficiency and overcomes the limitation.

The keen selection of the NDB components which have shown the highest radiation tolerance as well as maintaining structural integrity with low to zero signs of surface and displacement defects for the power range. NDB’s R&D on materials and the team's expertise have made this feat possible. The reduced likelihood of surface defects will then result in the reduced charge loss increasing the device efficiency of NDB. The issue of charge storage will be addressed by creating an electron reservoir at the end of each NDB. The team pursued future semiconductor materials to bring NDB Cell to the market.

NDB will have two devices integrated into one. One is the charge-producing alpha/beta source. The other is the diode that channels away the charge generated to the metal electron reservoir that statically discharges the stored charge. This method is expected to allow greater charge storage, potentially bringing alpha/betavoltaics to higher power applications for the first time. An additional benefit of this design is that it is compact due to integrating the two components. 

The implementation of NDB is unique to few reasons, including limited access to radioisotopes (a controlled radioactive substance), the presence of a limited number of experts with in-depth knowledge of diamond electronics around the world, and the recent advancement of materials technology and manufacturing methods such as Chemical Vapor Deposition (CVD) technique that is required to produce semiconductor wafers has enabled the R&D to advance.

NDB is a power solution that you do not need to recharge or replace throughout the lifetime of the device manually. Even better, it is made from recycled nuclear waste or radioisotopes, so it is clean and has an encapsulator, making it incredibly safe. 

NDB is extremely versatile and can be used for beta, alpha and gamma emitters found in high-level waste like Strontium-90, Cesium-137, Promethium 147, Triatomic Hydrogen (H3), Silicon-32, Nickel-63, Samarium-151, Carbon-14, various Uranium and transuranics isotopes as well as intermediate-level waste found in moderators and reflectors of nuclear reactors. Strontium-90, for example, has a specific power of 135W/kg, and Curium-244 has 409 W/kg with ideal NDB based transducer calculations. These are comparable to the Li-ion battery’s power density of 180 to 300 W/kg that we already use. In the case of Polonium-210, the power density can reach up to 20,000 W/kg. The ability to recycle nuclear wastes will result in a cost-saving process that is currently costing over US$100 billion globally.

By innovating the NDB cell, we took a nuclear waste problem into a safe and clean power solution.

Notwithstanding our commitment to implement recycled material for our NDB, artificially made isotopes can be implemented too. Our aim is to create a circular economy system where nuclear power is deprived of the burden of nuclear wastes, thus becoming a more attractive source of energy worldwide.

Safety and health of our consumers is our primary concern. With its high radiation-absorbing capacity, as well as its thermal conductivity and mechanical toughness, the encapsulator shell makes NDB extremely safe. The isotopes can be atomically caged in such a way that misusage results are challenging. The encapsulator does not permit any leak of radiations; it allows the battery to release heat faster than it can produce, impeding overheating, and because it is extremely tougher than stainless steel and extremely hard for it to break, making the device both robust and tamper-proof. 

The application of NDB spans but is not limited to most devices that currently use a battery, such as smartphones, IoTs, smart industry, laptops, medical appliances such as pacemakers, hearing aids, and electric vehicles. Transistors, much like the NDB, are semiconductor-based devices. The recent and drastic improvement in computer technology is due to the newfound ability to minitualize the transistors, giving each device access to previously dispersed atoms. The same technology that has allowed the fabrication of silicon transistors, known as Chemical Vapor Deposition (CVD) will be implemented in the fabrication of NDB. 

The CVD is a process where plasma is used to grow semiconductor wafers atomic layer by layer and sputtering, a metallization technique used to manufacture nano-devices. For this reason, much of the technology and equipment required to make an NDB is the same as those used to make a silicon transistor. Therefore, by reusing production lines and equipment currently involved in constructing computer chip wafers, producing NDBs for commercial production becomes cost-effective. NDB is a more energy-dense, longer-lasting, and weather-independent alternative to traditional energy sources. The added values are lack of harmful by-products and recycling of nuclear waste.

8.11.2                       NDB Volta

NDB Volta is a compact and modular smart microreactor. In technical terms it means that the reactor power would be in the range of kilowatts (kWe) to Megawatts (MWe). It is also portable hence it can be assembled in a plant and taken over to the facility as a whole unit. The reactor core would be power dense with a compact core based on a fissionable system. NDB Volta can burn the nuclear wastes. The R&D team is designing the reactor core with the possibility to run at least 10 years without the need to refuel, thus making NDB Volta very economical.

The areas of innovation include the compact reactor core which could be heat pipe reactor technology, innovative fuel and fuel cycles. Lastly, Innovative control systems is a collaboration between NDB’s software and R&D team. The control systems can utilize AI/ML methods to become dynamically smart reactors. 

The reactor being compact leads to higher temperatures at the core, making the need for high thermal stress resistant materials necessary. The R&D is directed towards this along with the design conceptualization. Simulation works for the neutronics, thermal, structural, and CFD asses the feasibility for the NDB Volta product line. A demonstration plant will be set up to test the capabilities of the NDB Volta design. The demonstration phase could also involve testing various energy storage options. Due to the compact size of the core, construction phase is expected to be short, hence the design certification and licensing would take the major portion of the NDB Volta’s timeline. 

8.11.3                       NDB Chantico

NDB Chantico is a high efficiency radioisotope thermoelectric generator (RTG) which uses nuclear waste sources. The current RTGs have very low efficiencies which limits their performance and applications.

With NDB Chantico, we are working on developing the materials necessary to reach higher efficiencies. The use of different thermo-electric conversion mechanisms can aid in realizing up to 30-40% efficiency. The power range would be in the 1W - 1kWe space to meet NDB Inc.’s ecosystem and fit in line of our products.

NDB Chantico could use spent nuclear fuel elements or minor actinides. Applications can include power solutions as well as heating for communities, districts, and regions.

The RTG’s have several secondary conversion technologies such as AMTEC, Thermoelectric, and Stirling Engine. The R&D team is working on innovative materials to achieve the highest possible efficiency while still burning the nuclear wastes.

8.11.4                       Advanced materials 

NDB Inc. is invested in innovation and constant improvements; thus, it is a no-brainer that the Corporation is heavily involved with advanced materials research. The R&D team has material science expertise and collaboration with major research institutions around the world. The team is developing new multiphase semiconductors for the NDB product line. Furthermore, the NDB product line encapsulation techniques are being developed to enable multiphase power sources. 

For the NDB Volta product line, the Corporation is performing extensive R&D on high-temperature resistant materials that can be also applied to NDB Chantico and NDB Volta.

8.11.5                       DEP

Energy is essential as it provides almost all the necessary things that make our life easy, mobile, and more productive. The conventional power solutions such as coal-fired, gas, or large solar power stations are usually government-controlled or privately owned, generating substantial electricity at centralized facilities. Those centralized systems were and still are powering most of the world's population as they distribute the electricity through the eclectic power grid to millions of end-users. However, history shows that such centralized energy generation has various disadvantages, including the transmission of electric energy over long distances, cost expansions, air pollutant emissions, waste generation, and more. 

Despite the above drawbacks, one may ask why anyone should look for their energy while private companies or governments are handling it quite well in exchange for a substantial monthly or yearly consideration? The answer is straightforward: the advancement of new technologies and global challenges are enforcing decentralized smart grids, which will become more desirable and feasible. 

Here comes decentralized energy distribution into play. Decentralized energy is the transformation of the distribution of the energy as we know it, having the potential to cross the lines between supplier and consumer and establish solid and smart connections between supply and demand. Through a decentralized energy system, the energy is being generated where it is used rather than at the large-scale centralized facility leading us toward smart generation, storage, and consumption of energy.

We believe decentralized energy distribution is an up-and-coming model to bring sustainable energy to all. It has many superiorities that are listed below: 

• A decentralized energy system is characterized by generating energy as close to its use as possible. 
• Since the end-users are spread across the globe, sourcing decentralized energy generation can substantially reduce the transmission and distribution inefficiencies environmental costs.
• Increase eco-efficiency by having the possibility for more optimal use of energy. The consumers will be able to avoid unnecessary or wasteful use of energy. 
• Another crucial aspect is tariffs. Decentralized energy is capable of offering favorable pricing compared to conventional energy service providers.  
• It also helps to reduce carbon or greenhouse gas emissions as renewable sources power many decentralized energy systems.
• Accessible plug-and-play technology allows the consumer to consume energy as they need it. 
• A decentralized energy system requires low maintenance and servicing.

8.11.5.1               Our solution

From our perspective, a decentralized, distributed energy future starts from an individual going through to groups, entities, governments, and the entire world.  To heavily contribute to this process, we provide a tool for each global citizen to manage their energy use, generation, and active energy trade.  

We are confident to move towards a decentralized energy model to deliver economic and practical benefits to both consumers and producers.

Furthermore, it is remarkable that, within our ecosystem, consumers and suppliers could potentially be the same person making them active energy traders of their excess energy and simultaneously consumers of others or their energy. 

We propose no more centralized suppliers. Instead, we promote the centralized solutions onboarded and globally play a fair and transparent energy distribution. 

Additionally, NDB power solutions, including NDB Cell, NDB Volta, NDB Chantico, alongside other services, provide significant advantages when a lower levelized cost of energy is desirable, and growth in energy demand is a challenge.

We fully understand how people tend to move toward renewable energies. Thus, the NDB ecosystem is the best market for individuals or organizations who generate grid or off-grid energy.

The DEP is a platform for NDB and other energy solutions to coexist peacefully.

8.11.5.2               The details of DEP 

Consumers will use the Volta token to unblock the energy from the suppliers, almost like we are paying our utility bills. 

Since NDB or any other generators are perpetual sources of electricity, an owner will have an excess amount of energy required to be stored or shared while the application is inactive.

Thus, by simply connecting the source to the grid or transporting it to a location where the demand is, a supplier will be able to share the energy within the ecosystem at a favorable price. 

Since the supplier is providing the energy within our ecosystem, without an intermediary or commission on transactions, a supplier will offer competitive tariffs for the use of the energy compared to the centralized institutions or governments.

Everyone can solely or simultaneously be a supplier or a consumer within our ecosystem.

8.11.5.3               Supply limitations 

No participant holding NDB, partner’s technology, or other renewable energy solutions capable of generating energy will have the right to sell more energy than they can produce. 

Voltanergy, which aims to discover new safe ways to power our society, will provide monitoring devices to record the power output from every supplier. The ecosystem should regulate the measurements unless both supplier and consumer request Voltanergy to be the regulator.

If Voltanergy is the regulator, the consumer will always consume energy from other suppliers through our Smart subscription with the well-trained AI tool. 

AI will help consumers access energy based on their objectives, including the type of energy, location, price, reliability, energy-saving, and carbon credits from one or more suppliers if higher reliability is desirable. This solution stabilizes off-peak and peak hours of energy demand and brings energy reliability and security rather than having a monthly subscription from a centralized power supplier.

8.11.5.4               Smart subscription 

Another significant feature for the consumer and suppliers is the existence of a Smart Subscription within our ecosystem. NDB Smart Energy, composed of AI/ML-based energy subscriptions accessible via NDB apps, will promote energy-saving and efficiency. The subscription will optimize the energy consumption or the product's utilization period. The Smart subscription is the end of payment for the energy that eventually is not being used, stored, or consumed by the consumer. In the traditional model, consumers do not have the possibility of more optimal energy use to avoid unnecessary or wasteful use. 

It must also be mentioned that AI will help consumers choose the cheapest or any type of supplier they consider appropriate within their financial or eco-friendly condition. This further optimizes and advances the Smart Subscription model. 

8.11.5.5               Trade

One of the options for the DEP ecosystem participants could be to trade with the energy within the ecosystem by finding the cheapest offers and selling it to a higher price in case the supplier has a consumer who is happy to pay the required consideration. 

The energy is directly traded between two individuals who define prices, volume, and other terms in the negotiations.

This could also lead to a futures marketplace that can advance investment in the energy sector. 

8.11.5.6               Utility sector 

Although the utility industry is full of centralized energy providers and despite their less advantageous energy supply, NDB considers forming a solid partnership with them, including onboarding those entities in the DEP ecosystem to provide mutual benefit for all.

Once the utility sector is concerned, NDB foresees strategic partnerships with the governments and the companies that create or provide electricity, independent power producers, renewable electricity providers, and many more. 

The companies operating within the utility sector own thousands of grids and meters placed in the public and consumers' houses, respectively. Through the formation of the partnership, the grids and meters will be connected to the DEP ecosystem allowing consumers to simply get electricity from any person registered within the NDB ecosystem rather than only from the supplier owning a grid or meter. 

One of the main reasons local companies should gain more by joining the ecosystem rather than being standalone centralized energy providers is the potential increase in their customers. The local companies are usually providing energy within the limited geographic areas because they cannot power the entire country due to other competitors or lack of financial capacity to cover large regions. However, what the DEP ecosystem offers is an unlimited number of customers without any geographic limitations. The utility companies will interact with each other and form legal relations. Customers domiciled in one country may pay for the energy to a company based in another country. Still, an actual provider of the electricity will be the local company. 

The DEP ecosystem takes local suppliers on the international arena and lets them compete, gain, and grow amongst other utility companies. 

To be clear, what the DEP ecosystem offers to the utility sector is a similar concept as banks are practicing in today's world. 

The physical money is not transferred from one account to a foreign bank account during an online transaction, and however, the beneficiary can still immediately withdraw cash. Similarly, the energy is not transmitted from one utility service provider to a foreign utility service provider, but the customer still gets electricity instantly.

It is the first time you will experience how money and energy become the same within the NDB ecosystem. 

8.11.6                       Simulation and design services

NDB’s R&D team has a broad level of expertise in simulation and design. With in-depth knowledge of state-of-the-art stochastic nuclear codes which utilize Monte Carlo technique to predict real-life scenarios of nuclear particles and systems. 

The simulation knowledge and access are crucial for designing any nuclear component and product. The electrical unit is equally important in any nuclear energy services, be it the NDB, NDB Volta, or NDB Chantico. The scientific team with specialized energy engineering backgrounds have knowledge on the secondary unit of each of the product lines. 

Through NDB’s network with market-leading simulation companies, the electrical, thermal, and structural simulations are carried out by the R&D team. Therefore, the design and simulation of complex nuclear systems, including advanced Gen-IV nuclear reactors, innovative nuclear fuels R&D along with their fuel cycle, nuclear safety simulations, and radiation damage modeling are some of the critical services provided by NDB Inc. 

8.11.7                       Nuclear safety and clean energy consultancy

Nuclear Energy is one of the most regulated industries globally, meaning nuclear systems must undergo rigorous safety and safeguard standards. NDB Inc.’s competent compliance and R&D teams are offering nuclear safety and safeguards consultation. The compliance team has experience with global standards such as IAEA, UN, NEA, and region-specific standards such as US, UK, Switzerland. Transition strategies to clear nuclear energy from fossil fuels are also among the services.

8.12  Market for the products

The NDB Cell and Chantico product lines target all the sectors which use conventional batteries as power sources. The significant difference between the products is the power range. Some examples are:

Space: The race to explore space has been started, and the demand for long-life power sources has created an excellent market for our products. Since our battery technology is not affected by any external conditions, it is suitable for all types of satellites and space shuttles.

Defense: Most defense systems use miniature batteries to power the sensors embedded within them. They need to be monitored and replaced once it is discharged. Replacing them would be beneficial in cutting the maintenance cost of the systems.

Aviation: Similar to defense systems, the aviation industries use many minor sensors within their systems. These sensors consume small energy, but they need to be consistent and reliable. They can be powered by our products that can supply energy for a very long time irrespective of the environment.

IoT: One of the current limitations on such devices is the power supply. Either they are powered by batteries that need to be replaced once they are completely discharged, or they need to be connected to the electrical grid. Our products can genuinely transform such devices into remote devices.

Health: Invasive devices such as pacemakers can be powered using our technology, which does not need a recharge for a very long time and can relieve patients from constant recharging of the devices. Apart from intrusive devices, exoskeletons and bionic arms can also be powered by our products.

Consumer electronics: The most significant impact of our tech will be in the consumer electronics market as it can offer a very long battery life for its devices. It ranges from mobile phones, laptops to all sorts of devices. This would unlock various possibilities, such as electricity at any place in the world.

Automotive: The holy grail of the automotive industry is a vehicle that can run non-stop. Fuels limit travel to places with fuel availability. Our product will be a revolution and will transform the way we look at travel.

Due to technological differences, NDB Chantico can target industry heat applications such as district heating or replace fossil fuels in chemical industries with further R&D. 

The NDB Volta is an efficient and effective way to use nuclear energy. The NDB Volta targets markets that need a constant power output within the high KW to low MW range. The sectors include but are not limited to:

Remote workstations: Remote places that are not connected to the electrical grid like islands or are highly challenging to connect to the grid-like mountain villages or towns. They can be powered by NDB Volta.

Data Centers: Data centers are becoming the most energy-consuming structures, and the demand will increase exponentially in the future. To satisfy the energy demand, a stable energy supply is required, and our product has an excellent scope to be the source.

Industrial/Residential Power generation: One of the extensive causes of high population density in the cities is the access to electricity. With our product, living off the grid would help disperse the population density throughout the world.

Transport: NDB Volta would be a portable reactor that could potentially be used in civil and military transportation. The ORNL aircraft reactor and Ford’s fission car concepts developed in the 1950s, would be the inspiration for NDB Inc. to lead the nuclear renaissance.

The DEP ecosystem can include as many suppliers as consumers of energy in an open market. While each individual is the greatest value for the decentralized energy distribution, the DEP ecosystem targets the participants of the utility sector starting from centralized energy producers including governments and the privately owned companies to independent power providers, renewable electricity producers and many more.

8.12.1                       Market trends and opportunities

Two trends make the NDB products particularly appealing.

Currently, there is an ever-growing market for electronics, especially in the consumer electronics market (such as smartphones, laptops, etc.). However, one of the most critical and recent consuming trends is the sudden increase in the demand for electric vehicles. After the Paris Agreement, governments worldwide are promoting a greater consumption/production of electric vehicles. This market represents a natural fit for our batteries, driving up the demand for our innovation.

Another relevant trend is the supply shortage of cobalt, a crucial component of Li-ion batteries, representing almost all rechargeable batteries currently available on the market. As the greatest reserves lie in the Democratic Republic of Congo, cobalt is considered to be a conflict material. In addition, just like it happened with the indium supplies necessary to fabricate smartphones’ touch screens, the price of cobalt is projected to increase substantially due to the increased demand. Since our battery solution does not contain any cobalt, it represents a conflict-free battery solution that is not affected by the supply shortage of this raw material.

NDB, Inc. can additionally benefit from the following market trends:

• Growing sales of electric vehicles: a significant opportunity for NDB to overtake the li-ion batteries market shortage. 
• Falling battery costs to drive down the cost of EVs: the longevity of NDB will resolve the issue.
• Global automakers focus on securing raw materials (metals and minerals for the li-ion battery) for EVs: a great market opportunity for NDB, which avoids the use of cobalt.
• Lithium reserves and production is vital for the li-ion battery market: NDB avoids the use of lithium.
• Li-ion battery recycling market rising environmental concerns and strict government policies foster growth: NDB harvests the energy from energetic electrons and turns them into electricity. When it’s fully used, it converts to environmentally friendly by-products.
• With smartphones evolving rapidly, li-ion batteries struggle to address the demanding needs of devices: NDB with comparable price and longevity could cover the demanding needs.
• The average battery life of the latest smartphone models: NDB is a self-charging battery, and it can provide perpetual energy during the lifetime of the device.
• Sustained use of li-ion batteries in laptops and notebooks: NDB is a self-charging battery sustainable solution for laptops and notebooks.
• Li-ion batteries gain momentum in wearable devices: NDB could provide perpetual energy during the lifetime of wearable devices.
• Rechargeable Li-ion batteries find application in smart homes: NDB as a generator and energy storage that is scalable and could be used for smart home applications, including sensors without cables.
• Li-ion batteries emerge as the dominant technology for grid-scale energy storage: with NDB, we could cover the issue by reducing or removing the distances using localized sources of energies at exchanges or even residential/commercial properties.
• With the rapid growth of the renewable energy market, the opportunity for li-ion batteries: NDB could reduce the cost, as the energy produced costs almost ten times less than renewable energy sources per GW.
• Increasing penetration of Li-ion batteries in data centers augurs well for the market growth: NDB could be used in data centers.
• Li-ion batteries offer support for industrial applications: NDB could also support industrial applications. Safety concerns and other disadvantages of li-ion batteries: since NDB is solid-state and utilizes synthetic diamond, which is 11.5 times tougher than standard stainless steel, it's extremely safe.

NDB Inc.’s other product lines are driven by similar market trends and current applications of the technologies. 

• Current RTGs are used in satellites to power them for multi-mission expeditions. NDB Chantico could be used in the same sector.
• NDB Chantico, with the developments in compliance strategies, can be employed as independent power stations for data centers and computer clusters used in mining.
• NDB Chantico can also be used in district heating applications which already has the infrastructure ready to be used
• NDB’s vision with the NDB Volta would be a nuclear waste burner, breeding new fuel, nuclear isotope generation, hydrogen production, and district electricity with a portable source. 
• With the expansion of compliance that NDB is working towards, the NDB Volta can be used in aircraft initially for defense applications along with submarines and carrier ships.
• The NDB Volta can be used for spacecraft propulsion as well.  

8.12.2                       Total market size including projections based on market growth

Technology has advanced due to the development of processors and transistors which ultimately resulted in a higher demand for energy. Battery technology evolved to tackle these problems, and in doing so, reached a current valuation of 92 billion USD.

The rising popularity of consumer electronics on a global level is expected to result in high demand for lithium-ion batteries over the forecast period, with examples of consumer electronics including smart phones, LCD displays, tablets, and wearable devices, such as fitness bands. Growth in these areas is expected to propel battery market growth. The already large battery market is projected to grow by 35% between 2019-2023 reaching an estimated $162 billion by 2023, due to a higher number of devices dependent on battery sources among other factors. The market is also expected to witness significant growth on account of technological advancements in terms of product innovation, enhanced efficiency, and cost-effectiveness.

Additionally, depleting fossil fuel reserves, high CO₂ emissions, and favorable government initiatives are expected to drive the battery market in the next eight years. Within the battery market, non-rechargeable batteries are widely used in applications such as light beacons, children’s toys, remote controls, electronic keys, and watches. However, these are expected to witness a loss of share to products like NDB’s on account of enhanced lifespan and efficiency.

It’s worth mentioning that the nuclear energy market where NDB Volta could play an important role is expected to increase to 49 billion USD worldwide by 2025.

Also, DEP can target global energy-as-a-Service market which is expected to surpass 106.6 billion USD by 2026.

8.13  Method of distribution of the Product

NDB is a highly innovative and disruptive technology startup. Due to the novel nature of the technology and the science behind the project, it automatically distinguishes NDB into the frontier, deep and emerging technology sphere. In other words, this implies along with the core team’s background and dedication, NDB must ensure the support of an ecosystem that is able to understand the project of such nature and enable short term and long-term growth of the overall corporation. Under that condition, financial backing, and liquidity available to continuously grow the Corporation is of the utmost importance. Hence, NDB has devised various structures around how, when and by whose support the Corporation will be growing throughout its life cycle.

We plan to sell our products in North America, South America, Central America, Europe, Africa, Asia, and Australia. We are planning to sell our products through licensing, B2B, and B2C. NDB’s business canvas model is outlined below:

Key Partners		Key Activities		Key Resources
Governmental organizations Academic institutions Public and private multinational organizations Suppliers Investors Non-governmental organizations		Research and development Nuclear waste management Manufacturing Consulting Services IP generation Marketing Design		Intellectual capital (core team, external advisors) State of art facilities Capital fund and credit lines Availability and accessibility to raw materials Availability of governmental support
Value Propositions
Longevity of energy supply Nuclear waste recycling High-cost effectiveness Very green and environmentally friendly High safety standard High operability under various conditions Scalability Increasing accessibility to cost effective energy (i.e., remote locations)
Customer Relationships	Channels				Customer Segments
Advisory Customer service experience Reputation Technology evangelists Self-service	Events: Conferences and PR B2B B2C Direct sales Indirect sales (i.e., manufacturers, governmental agencies and partners)				Space electronics Automotive Aviation Consumer Electronics Medical IoT Nuclear Power Stations Governments
Cost Structure			Revenue Streams
Raw material Real estate Machinery & equipment Utilities Logistics Payroll Legal Training Marketing			Product sales Service Consultancy Maintenance Nuclear waste management Licensing, royalty & partnership

This is the propulsion ground for the Corporation’s financial and production outcomes. In other words, partners will be critical for both scaling and commercializing various modalities of the product. NDB, Inc. will reinforce previous partners and consistently add partners who are able to fit into the overall goal of this stage. The ideal partners are listed as follows:

High-Range Application Manufacturers, Distributors or Customers: These partners will specifically range between the high voltage applications of nano diamond battery such as Automobiles, Aerospace, Locomotives and Energy Suppliers. Their specific expertise around the market, commercial distributions and product safety-security would be valuable additions to the market entry of NDB. Furthermore, their ability to either re-license or co-manufacture NDB’s products/prototypes will be vital. Finally, access to their existing facilities or co-creating NDB’s own manufacturing facilities would be also considered as a valuable addition.

Government Organizations: Based on the earlier stages of collaborations, NDB, Inc. will be looking to expand the government collaborations mainly targeting to access relevant raw materials, provide sustainable solutions to major nuclear waste issues and planning to “Greenify” power dependencies in existing energy sources. Access to land sites for manufacturing plants and raw materials in this case, nuclear waste will be considered an ideal collaboration for NDB.

Marketing and PR Agencies/Organizations: As the Corporation will be targeting full-fledged market entry, it will require seasoned and qualified partners to execute this groundbreaking product. Ideal partners must be able to demonstrate a strong track record of assisting previous disruptive startups with seamless and productive entry into the market. The partners must possess strong digital, commercial and physical presence across global markets to resonate with NDB.

In Conclusion, NDB, Inc. is a highly innovative and disruptive new Corporation with a vision to transform the world as we know it. In order to resonate with this ambitious goal, the Corporation must adhere to the strict guidelines of its overall macro-strategy to ensure steady and relevant growth of the organization. Therefore, maintaining stages which are synced with investment vehicles and on-boarding partners is the lifeline that will demonstrate the capabilities of NDB, Inc. and provide insurance to stakeholders within the organization.

8.14  Explaining the NDB Valuation

Based on DCF modeling and official 409A CARTA valuation, NDB currently has a post-money valuation of $217,500,000 million. The DCF valuation of the company is primarily driven by conservative profit margins and revenue growth. The revenues are expected to increase consistently until reaching over $22 billion by 2030. Major drivers of revenue growth primarily consist of entrance into new markets.

As detailed in McKinsey’s “Valuing High-Tech Companies”, estimates used for the DCF model were informed by first sizing the market and looking at industry averages for certain statistics. However, since this valuation doesn’t incorporate different scenarios, it implicitly assumes that entrances into different markets will be successful.

8.15   Sales figures of enterable markets for NDB’s product

To predict future sales figures, we investigated the fields that NDB’s product can be applied to: Space Electronics, Medical, Internet of Things, Automotive, Aviation, and Consumer Electronics. These are some of the most prominent applications of NDB’s product. As NDB considers implementing their product into these fields, they should ensure that these are high potential areas that NDB can utilize.

Electric vehicles: Global EV sales totaled about USD 2.1 Billion for 2018, an increase of 64% compared to the total sold in 2017. 2018 EV sales increased 79% in the U.S., 78% in China, and 34% in Europe compared to 2017. U.S. EV sales represented approximately 17% of global EV sales in 2018.

Smartwatches: The smart watch market was valued at USD 48.14 Billion in 2018 and is expected to reach a market value of USD 130.55 Billion by 2024, registering a CAGR of 18.23% during the forecast period 2019 to 2024.

Smart Phone: The smartphone market was valued at USD 714.96 Billion in 2019 and is expected to reach USD 1,351.8 Billion by 2025, at a CAGR of 11.2% over the forecast period 2020 - 2025. Increased consumer spending across regions has driven the sales of Smartphone markets for years.

Energy Storage: The energy storage systems market was valued at USD 172 Billion in 2015. It is expected to reach USD 265 Billion by 2022, supported by a CAGR of 6.4% during the forecast period 2016 – 2022. Energy Storage Systems are equipment that can efficiently and conveniently store multiple forms of energy that can be utilized as per requirement, for example lithium-ion batteries.

Sensors: The semiconductor market segment was expected to reclaim some strength and increase 5% in 2019 to a new record-high USD 15.4 Billion.

Medical Devices: The Online Medical Supplies Sales industry has boomed over the five years to 2020, and this trend is projected to continue over the five years to 2025. Industry revenue was expected to grow an annualized rate of 17.0% to USD 5.2 Billion over the five years to 2020, including an anticipated 5.0% increase in 2020 alone. Demand for medical supplies has grown because of greater public and private health spending, continued innovation, and new product introductions.

Defense Drones: The military drones’ market was projected to grow from USD 12.1 Billion in 2018 to $26.8 billion by 2025, at a CAGR of 12.00% from 2018 to 2025. Rise in the procurement of UAVs by defense forces worldwide is one of the most significant factors contributing to the growth of the military drone’s market.

Space: The global space propulsion market size was estimated at USD 6 Billion in 2020 and expected to reach USD 7 Billion in 2021, at a Compound Annual Growth Rate (CAGR) 16.09% from 2020 to 2026 to reach USD 14.7 billion by 2026. Also, the global space electronics market is predicted to grow to USD 1.7 Billion by 2024. The largest segment of the space electronics industry is expected to be radiation-hardened electronics.

Microreactors: the microreactor technology market was valued at USD 63.58 Billion in 2019 and is projected to reach USD 246.89 Billion by 2027, growing at a CAGR of 18.49% from 2020 to 2027.

8.16  Sources and availability of raw materials

We recycle and reuse discarded raw materials and waste for other productions to produce energy by having no harmful by-product during use to the user as well as the environment. By this, we are embedding a circular economy in all aspects of the product and promoting a clean energy source in a safe and secure environment.

Additionally, we are continuously developing and implementing recycling options for our waste materials and encouraging new green energy model developments through our cutting-edge technology.

1. List of raw materials and consumables required for the fabrication of the prototypes and total amount of expenses for 2 years.

Equipment	Cost (Year 1)	Cost (Year 2)
1cm2 pre-diced conductive n-type	$15,000.00	$30,000.00
≥99.5% purity	$250.00	$350.00
≥99.7 purity	$250.00	$350.00
Geno DI water system	$200.00	$350.00
Particulate size: 4.7±0.5nm or equivalent	$105,000.00	$210,000.00
Pure nitrogen, BOC CAS No. 7727-37-9	$8,000.00	$14,000.00
Pure hydrogen, BOC CAS No. 1333-74-0	$8,000.00	$14,000.00
Methane gas, BOC CAS No. 74-82-8	$8,000.00	$14,000.00
Pure argon	$8,000.00	$14,000.00
Pure oxygen	$8,000.00	$14,000.00
Electronic grade, ≥98.35% pure	$11,200.00	$22,400.00
In gaseous or solid	$35,000.00	$70,000.00
EJTTIXX451A2	$4,396.00	$1,099.00
AA, AAA, LR44, etc.	$33,600.00	$67,200.00
45wt%	$480.00	$840.00
P5833	$154.40	$270.20
Single layer h-BN	$3,000.00	$5,700.00
Graphene Nano-powder	$2,500.00	$4,750.00
577030-25G	$1,184.00	$2,072.00
544906-50G	$254.80	$445.90
Z677272	$1,484.00	$2,968.00
Multi-Pack	$4,400.00	$11,000.00
Titanium tweezers	$767.20	$1,534.40
Surfactant wipes	$308.00	$616.00
Cobra wrap-around safety spectacles	$327.60	$655.20
2500	$2,021.60	$4,043.20
Total	$261,777.60	$506,643.90

2. Material Suppliers

The critical aspect of the Corporation is to ensure a constant and reliable supply of its raw materials and equipment needed for the MVP and future applications. The following batch of suppliers will not only provide NDB, Inc. with a constant production stream but reliability in the long run.

3. Commercial radioisotope suppliers

Various commercial radioisotopes companies exist globally to produce isotopes for medical and research applications. Some examples of the suppliers are:

• Orano (a radioactive isotope gas supply company, France)
• NIDC (National Isotope Development Centre, US)
• Oakridge National Laboratory, US
• American Custom Chemical Corporation
• RC TRITEC AG 
• PerkinElmer
• RAIMS LTD
• Chemotrade
• ISOTOPE (Russia)
• Eckert & Ziegler
• BOC
• Linde

8.17  Intellectual property

To protect our proprietary information and intellectual property rights, we rely on, and expect to continue to rely on, a combination of confidentiality procedures, contractual provisions and other similar measures with our employees, consultants and third parties with whom we have relationships, as well as trademark, trade dress, domain name, copyright, trade secret and patent laws, to protect our brand and other intellectual property rights.

NDB, Inc. has filed for/has a pending (federal) trademark protection with the United States Patent and Trademark Office.

NDB, Inc. also has a pending trademark applications with the Swiss Federal Institute of Intellectual Property.

NDB holds several patents and incorporates state of the art technology in its systems. Some of. the key concepts are:

Nuclear Voltaic Cell (NVC): NDB is one of the earliest adopters and developers of this technology backed up by recent publications. Typically, NVC as a device is a combination of a semiconductor, metal, and ceramic which has two contact surfaces to facilitate charge collection. Several single units are attached together to create a stack arrangement, which is fabricated to create a positive and negative contact surface similar to a common battery system. Every layer of the DNV stack consists of a high energy output source. This kind of arrangement improves the overall efficiency of the system and provides a multi-layer safety shield for the product.

Rapid conversion from radiation to electricity: All radioisotopes are known to produce high amounts of heat. The strategic placement of the source between the DNV units facilitates inelastic scattering originated due to the presence of a single crystalline diamond (SCD) in the DNV unit. This design prevents the self-absorption of heat by the radioisotope and enables rapid conversion to usable electricity.

Thin-film structure: The thin-film profile exhibited by NDB allows radiation absorption in the single crystalline diamond with minimal self-adsorption. Due to its flexible design structure, this technology can take any shape and form in accordance with the application. This makes NDB’s battery system market-friendly.

Nuclear recycle process: The utilization of radioactive waste is a subject not many have looked into. At NDB, we aim to reuse nuclear fuel by reprocessing and recycling to enable sustainability and promote a clean energy source in a safe and secure environment.

NDB, Inc. is undertaking development projects involving the production of Nano Diamond Battery. The research is being conducted and has been conducted, by leading international scientists and has resulted in IPs that are filed or will be filed in future, based on the corporate strategies around IPs. The technology for the production of Nano Diamond Battery comes from the efforts of the NDB, Inc. team; all patents are assigned to NDB, Inc. by the inventors. We intend to continue to seek additional appropriate patent protection for our proprietary technologies and their uses by filing patent applications in the United States and selected other countries. As of the date of this Offering Circular, the Corporation has filed for registration the following patents under PCT application:

Invention	International Application Number	Filed Date
Nuclear Voltaic Power-Source	PCT/US20/33607	19 May 2020
High Surface Area Metal Organic Framework/Activated Carbon Nano-Onion Electrode	PCT/US20/35924	3 June 2020
Annealed Nano Diamond Synthesis Of Carbon Nano-onion And Functionalization	PCT/US2020/041568	10 July 2020

8.18  Regulation

Considering the radioactive material handling component, the success of NDB is closely linked to the facility where NDB’s technology will be either tested or further developed and regulatory approval from international organizations and governmental authorities. In order to provide maximum level of safety and avoid any legal consequences, NDB, Inc. will consider national legislation of countries where it will have its plants, and international standards to ensure the conformity with all the relevant legislation. The summary is divided into three general sections, describing the most important sources for the NDB operation process.

8.18.1                       Standards and laws concerning safety requirements, tests, and facilities

At the US level, we will comply with the Atomic Energy Act U.S.C 42, ANSI C18.2M Part 2-2014, and ANSI/HPS N43.6-2007 Sealed Radioactive Sources, as well as the Nuclear Regulatory Commission (NRC) Safety Standards. 

As regards the EU, we have to comply with the Directive 2013/59/Euratom, which aims to protect health of individuals, set limits to radiation doses provide training requirements. Furthermore, we will comply with the Atomic Energy Basic Act, the Radiation Hazards Prevention Act, as well as the standards established by the Japanese Industrial Standards Committee (JISC) such as JIS C 8711, JIS C 8712, JIS C 8713 and JIS C 8714.

In addition, there are number of international organizations that are continually introducing new regulations and standards, namely the Nuclear Energy Agency (NEA), the International Atomic Energy Agency (IAEA), the International Organization for Standardization (ISO), the Underwriters Laboratory (UL), American National Safety Standards Institute (ANSI), the International Electrotechnical Commission (IEC) and the Institute of Electrical and Electronic Engineers (IEEE). Particularly, regarding safety standards, we will comply with the NEA standards; Safety Fundamentals, Safety Requirements and Safety Guidelines issued by the IAEA; ISO 2919:2012, ISO 9978:2020 and ISO/IEC 17025:2017; UL 1642 and UL 2054; IEC 62133; and the IEEE 1725.

As far as nuclear energy is concerned, we will comply with all the relevant US regulations, namely:

• Atomic Energy Act (1954) 
• Price-Anderson Act (1957)
• Energy Reorganization Act (1974); 
• Uranium Mill Tailings Control Act (1978); 
• Nuclear Non-Proliferation Act (1978); 
• Low-Level Radioactive Waste Policy Act (1980); 
• Nuclear Waste Policy Act (1982); 
• Low-Level Radioactive Waste Policy Act Amendments (1985); 
• Diplomatic Security and Anti-Terrorism Act (1986); 
• Energy Policy Act (1992); 
• Annual NRC Appropriations Acts.

To ensure that the operation process corresponds to relevant laws, we will obtain all the necessary licenses, required in according to the 10 Code of Federal Regulations (CFR).

The ATEX Directive 2014/34/EU and the IECEx provide special requirements and set out which equipment could be used in a work environment with a potentially explosive atmosphere. As we are going to handle our activities internationally, we will comply with provisions of both mentioned sources.

8.18.2                       Standards and laws applied to transportation, packaging, and labelling

The Corporation will comply with a number of laws and standards, regarding the transportation, packaging and labelling processes.

As for the US legislation, we are going to comply with the 49 CFR, establish general requirements of shipments and packages, indications for carriage by rail, aircraft, vessel and public highway and other important aspects concerning transportation of hazardous materials.

On the EU level, we will meet the requirements of the Council Regulation (Euratom) No 1493/93, which is focused on shipment of radioactive substances between Member States and the Directive 2008/68/EC, which provides rules for the transport of dangerous goods by road, by rail or by inland waterway within or between Member States. Among that, we will take into consideration the Council Directive 2006/117/Euratom which lays down a community system of supervision and control of transboundary shipments of radioactive waste and spent fuel.

On the international level, we will ensure the following: Safety Requirements No. SSR-6 of the IAEA for the transportation of radioactive material. Additionally, the United Nations and the Department of Transportation prepared a set of tests to ensure avoiding any danger caused by hazards during the transportation, which will also be considered by the Corporation.

As far as the labelling is concerned, we will comply with the following acts: Part 20 of 10 CFR, Directive 2006/66/EC, ISO 21482:2007, which is recommended to use by the IAEA and ISO 361:1975.

8.18.3                       Standards and laws prescribing waste disposal

Management of radioactive waste and spent fuel requires obtaining special licenses to perform this activity. This is regulated by 10 CFR, the Council Directive 2011/70/Euratom, and Council Directive 2013/59/Euratom. The Corporation will obtain prescribed licenses in order to manage its own waste, whereas, at the same time will preserve the possibility to operate the waste through authorized third parties.

Another two acts, which prescribe principles and procedures for managing waste, are the Low-Level Radiation Waste Policy Act and IAEA Radioactive Waste Safety Standards which will also be observed by the Corporation.

Compliance with the relevant standards and laws will help the Corporation to reach the maximum level of safety and effectiveness, while carrying out its activities. We consider all the relevant provisions in the process of researching, manufacturing, distributing and managing waste disposal of NDB. However, since the Corporation aims to bring a clean solution to society, its commitments lie far beyond the necessary provisions, laws and standards, prescribed above.

8.19  Climate pledge

The Climate Pledge calls upon companies and organizations to reach the objective of being zero net carbon by 2040, 10 years ahead of the Paris Climate Accord. As a signatory of the Pledge, NDB, Inc. is committing to three principal areas of action: Regular reporting, measuring and reporting greenhouse gas emissions on a regular basis; Carbon elimination, implementing decarbonization strategies in line with the Paris Agreement through business change and innovations, including efficiency improvements, renewable energy, reduction of waste, and other carbon emission elimination strategies, and; and Credible offsets, taking action to neutralize any remaining emissions with additional, quantifiable, real, permanent, and socially beneficial offsets to achieve net-zero annual carbon emissions by 2040.

To put into practice those commitments, NDB, Inc. will tackle the following core tasks: Recycle and reuse discarded raw materials and waste for other productions to produce energy; Maintain full compliance with all compatible standards and applicable environmental laws and regulations; Establish strong objectives, strategies, and initiatives to accomplish the reduction of negative environmental impacts, and regularly report on our progress; Commit to engage with partners, stakeholders, customers, and other communities to help reduce environmental footprint and fulfill our commitments to improve and update our business models to account for changes and progress in implementing environmental considerations.

8.20  Government Organizations

As NDB, Inc. is working with a disruptive high-tech product the added support and collaborations with governments specifically in the defense and energy security sector would be ideal for laying the groundwork of the Corporation. Furthermore, the availability and access to critical raw materials and scientific expertise within the organization’s team will act as a natural synergy to co-inhibit NDB, Inc. within the ranks of those government bodies.

8.21  Competitors

The battery and energy industries are subject to rapid and intense technological and regulatory changes. We face, and will continue to face, competition in the development and marketing of our products and services from energy companies, research institutions, government agencies and academic institutions. Our ability to obtain and maintain a competitive position in these markets will depend upon, among other things:

• The level of competition in the markets in which we operate; 
• other battery development technologies; and 
• environmentally friendly production processes.

The battery and energy markets are highly competitive, but being NDB a cutting-edge technology, it has in reality very little competition. Those who are technologically similar are fewer than those in academia with little business interest. NDB, Inc. currently has several competitors in the battery industry, many with proprietary technology of their own; competitors in the application will be those such as Li-ion battery companies and fossil fuel-based companies. NDB, Inc. can out-compete them through the technological advance that has already been made.

NDB, Inc. will be able to out-compete them through the inherent advantage of the technology that those companies cannot provide. Compared to other battery and energy producers, our product is differentiated by its extraordinarily long shelf life and unique ability to recharge. For instance, some of our competitors have long lifetimes for their products as well, although none can compare to NBD’s thousand-year lifespan. The ability to recharge is unique to our product, with no other batteries on the market able to perform such a feat. For example, Li-ion batteries run out of charge in the course of a day as seen by the number of people that have their smartphones running flat. NDB, on the other hand, is a perpetual battery solution during the lifetime of the device. Given the choice of an NDB-powered smartphone that does not need recharging or a Li-ion powered smartphone which does, the consumers will naturally choose our product. Therefore, NDB, Inc. will be able to out-compete them. Other advantages that NDB has over conventional batteries are replicated by its competitors; NDB’s high energy density is mirrored by virtually all of its competitors.  

Another aspect to take into account is that NDB requires an in-depth knowledge of its base material, diamond, in comparison to the current workaround, Li-ion. The field is very small, thus there are less individuals capable of developing it. In addition, this technology was made possible due to the improvement of the nano-fabrication techniques such as Chemical Vapor Deposition (CVD) and metallization that was previously unavailable. The current workaround, Li-ion has somewhat addressed the problem but not to the degree that it could deliver the goal set by the international community. The base material for Li-ion is toxic and has many limitations that consumers are not currently facing with fossil fuel, such as battery life. In other words, consumers are forced to go backward in terms of convenience and capability rather than forwards, de-incentivizing its adoption.

Finally, the position of NDB, Inc. on environmental sustainability is important for differentiating itself from competitors, although companies such as Lionano and Leyden-Jar Technologies have environmentally friendly production processes as well. NDB’s safe, unbreakable nature is similar to the characteristics of products made by Prieto Battery and Battrion. NBD, strengthened by its product differentiation and the battery market’s rapid projected growth, seems to display strong characteristics that suggest the Corporation can quickly rise to become an industry leader in the near future.

8.22  Compliance with anti-money laundering requirements

To comply with applicable regulations aimed at the prevention of money laundering, the Corporation and the Board may require verification of identity from all prospective investors, and where applicable, the principal beneficial owners on whose behalf an investor makes an investment, unless satisfied that an exemption under applicable anti-money laundering regulations applies. Depending on the circumstances of each subscription, it may not always be necessary to obtain full documentary evidence of identity where:

1.                      The investor makes the payment from an account held in the investor’s name at a recognized financial institution;
2.                      The investor is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the law of, a recognized jurisdiction; or
3.                      The subscription is made by an intermediary acting on behalf of the investor and such intermediary is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the law of, a recognized jurisdiction.

The Corporation and the Board reserve the right to request such information as is necessary to verify the identity of a prospective investor and to request such identification evidence in respect of a transferee of Shares. In the event of delay or failure by the prospective investor or transferee to produce any information required for verification purposes, the Corporation or the Board, may refuse to accept the application or (as the case may be) to register the relevant transfer, and any funds received will be returned without interest to the account from which the monies were originally debited.

The Corporation and the Board also reserve the right to refuse to make any withdrawal payment or distribution to a shareholder if the Corporation or the Board suspects or is advised that the payment of any withdrawal or distribution monies to such shareholder might result in a breach or violation of any applicable anti-money laundering laws and/or regulations or other laws and/or regulations by any person in any relevant jurisdiction, or such refusal is considered necessary or appropriate to ensure the compliance by the Corporation or the Board with any such laws or regulations in any relevant jurisdiction.

The Corporation and the Board may hold evidence of the identities of each investor and, where applicable, the beneficial owners on whose behalf an investor makes an investment in accordance with this Offering Circular and maintain such evidence for five (5) years following an investor’s redemption from the Corporation.

The Corporation will take all reasonable and practicable steps to ensure that it does not accept funds, directly or indirectly, from a person or entity whose name appears on: (i) a list of specially designated nationals and blocked persons maintained by the U.S. Office of Foreign Assets Control (“OFAC”); or (ii) such other lists of prohibited persons and entities as may be mandated by applicable law and regulation. These steps will include requiring that each investor and shareholder make such representations to the Corporation, as the Board shall require in connection with any applicable anti-money laundering laws, including, but not limited to, representations to the Corporation that such investor is not a prohibited country, territory, individual, or entity listed on OFAC’s website and that it is not directly or indirectly affiliated with any country, territory, individual, or entity named on an OFAC list or prohibited by any OFAC sanctions programs. Such shareholder must also represent to the Corporation that amounts contributed by it to the Corporation were not directly or indirectly derived from activities that may contravene U.S. federal, state, or international laws and regulations, including anti-money laundering laws and regulations. Each investor shall also be required to acknowledge in its Subscription Agreement that the Corporation and/or the Board may disclose to each other, to any other service provider to the Corporation or to any regulatory body in any applicable jurisdiction any information concerning the investor provided by the investor to the Corporation and the Board and any such disclosure shall not be treated as a breach of any restriction upon the disclosure of information imposed on such person by law or otherwise.

8.23  U.S. federal income tax matters

The following discussion summarizes certain United States federal income tax considerations generally applicable to persons considering the acquisition of Common Stock of the Corporation. The discussion does not deal with all tax considerations that may be relevant to specific investors or classes of investors in light of their particular circumstances. Furthermore, no other state, local or foreign tax considerations are addressed.

ALL PERSONS CONSIDERING AN INVESTMENT IN THE CORPORATION ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS AS TO THE SPECIFIC UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN TAX CONSEQUENCES TO THEM OF SUCH INVESTMENT.

The statements in this summary are based upon various provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and on final, temporary, and proposed Treasury regulations under the Code (the “Regulations”); the legislative history of the Code; administrative rulings and practices of the Internal Revenue Service (“IRS”); and judicial decisions--all as in effect as of the date hereof. Future changes to the law may, on either a prospective or retroactive basis, give rise to materially different tax considerations. Finally, no private rulings have been or will be requested from the United States federal tax authorities as to any matter and there can be no assurance that such tax authorities will not successfully assert a position contrary to one or more of the legal conclusions discussed herein.

8.24  Environmental commitment

NDB, Inc. is committed to protecting the environment as a responsible business and environmentally responsible corporation. We believe that the strong ties between NDB, Inc. business activities, by-products and other resources offer a tremendous advantage for our corporation to develop and build environmentally friendly product and implement environmental stewardship into all parts of our operations. However, we foresee certain risks alongside enormous opportunities that should be taken care of, since the welfare of people, environment and development of the economy are our utmost importance.

The ambition and commitment of NDB, Inc. is resourcing the world with a universal life-long, self-charging green battery. We recycle and reuse discarded raw materials and waste for other productions to produce energy by having no harmful by-product during use to the user as well as the environment. By this, we are embedding a circular economy in all aspects of the product and promoting a clean energy source in a safe and secure environment.

Additionally, we are continuously developing and implementing recycling options for our waste materials and encouraging new green energy model developments through our cutting-edge technology.

As a disruptive technology, NDB is determined to improve the impact on the environment caused by our product and to contribute to the development and improvement of the communities in which we are living. We do believe that innovation and environment could coexist, and it is one of our missions to prove this by producing sustainable and environmentally sound product. By this we mean to create a long-term growing value for our shareholders and communities while actively reducing the impact on the environment due to our products and operations. For this reason, the Corporation is working on a reliable system to prevent and minimize the direct or indirect impacts caused by any of the R&D and production stages or beyond.

The highlighted environmental commitments are our approach, roles and responsibilities to prevent and manage environmental impacts and leave the smallest possible environmental footprint. By saying so, our Corporation is enabling its customers to benefit from its effective environmental risk prevention expertise and management systems. This will include continuous engagement and training of our employees, internal awareness activities and promoting good practices in all our operations where NDB, Inc. has substantial influence to do so. This approach will concentrate on outlining the roles and responsibilities of the corporations as well as individuals to fight against climate change, to contribute to sustainable development, to encourage environmentally responsible behavior and to protect the earth with its ecosystem.

While identifying, assessing, or managing environmental risks and opportunities, it is worth mentioning that maintenance of full compliance with all compatible standards and applicable environmental laws and regulations is another essential factor. Moreover, we are setting higher standards for ourselves and our partners whenever reasonable than what is required by international and national legislations.

Alongside with compliance, NDB, Inc. is determined to define strong objectives of environmental impact reduction, set strategies and initiatives to accomplish our goals and regularly report on our progress.

Since environmental sustainability cannot be achieved as a stand-alone entity or individual, and since it is best delivered with collaborations with other participants, we are committed to engage with partners, stakeholders, customers and other communities to help reduce their footprint and fulfil our commitments.

We endeavor to continuously improve and update our business models to account for changes and progress in implementing environmental considerations. We also continue to deploy them within our everyday operations to guarantee the successful accomplishment of our commitments. We will vigorously look for new methods and materials that promote and advance a sustainable environment in the world.

8.25  Employees

At the time of writing this offering circular currently have 25 full-time employees and 5 part-time employees. We are increasing our employee over time in order to support the Corporation’s on-going business plans and achieve our goals. We engage contractors on an as-needed basis for our business activities.

Our staffing includes a full-time Chief Executive Director, Chief Technology Officer, Chief Operating Officer, Chief Marketing Officer, Chief Financial Officer, Public Relations, Engineers and part-time operations as detailed following. Subsequent increases in staffing hours and levels would depend on increases in workload and funding availability. Our organizational structure outlines how certain activities are directed so as to achieve the goals of the Corporation, such as task allocation, coordination, and supervision.

At the top of the structure, the CEO with a double function: collectors of the activities of each division and coordinating the works from the officers.

Each division is conducted by the responsible officer who reports directly to the CEO. NDB, Inc. has 8 divisions: Administration, Compliance, Finance, Human Resources, Management, Marketing, Medical, and R&D.

1.         The administration division, directed by the Office Administrator, is responsible for the administrative works related to the daily operations of the Corporation, providing administrative support to the CEO and CTO in the management of the agenda, press interview, etc.
2.     The compliance division, directed by the Chief Compliance Officer, is responsible for the maintenance of regulatory compliance as well as intellectual property. Besides these activities, the compliance division will be entitled to the drafting of legal documents, (i.e., BoD and Shareholder notice, agenda, minutes).
3. The finance division, directed by the Chief Financial Officer, is the main responsible for the bookkeeping, investor relationship management, and payments.
4.     The human resources division, directed by the human resources manager, is responsible for the recruitment and selection of new employees, interns, and the well-being of internal team members.
5.         The management division, directed by the Chief Operating Officer, is an upper-level section devoted to defining business strategies and perform business development by the conclusion of commercial and R&D partnerships, customers, and joint ventures.
6.     The marketing division, directed by the Chief Marketing Officer, is a multilevel department composed of design, data analysis, and communication subdivisions. The design team is led by the design officer who coordinates the works. The main task for the data analysis team is conducted by the SE expert. The collection of data, evaluation, competitor analysis are cornerstones of his activities. The communication department, coordinated by the PR & Communications Officer is responsible for the up to date, creation of content, and customer relations through the social media, website, Corporation’s email, and press.
7. The medical division, directed by the Chief Medical Officer, entitled to research new applications for the medical industry.
8.                     R&D division is a multilevel department conducted by the Chief Technology Officer, responsible for hardware development. Furthermore, the Chief Information Officer, devoted to the progress of software solutions. The Hardware team performs his abilities with particular emphasis on electronics, nuclear, chemical material, and design. On the other hand, the Software team is in charge of the expansion of the Corporation into the shallow tech segment specifically blockchain, machine learning, and security.

The Corporation has a vast team of experts both in business and science to deliver the much-needed green energy solution, allowing the Corporation to be part of the large global battery market. Our corporation has a team of professionals graduated from the world’s top universities including Cambridge, Oxford, UCL, King’s College, Imperial College and Stanford, who have managed projects across fields ranging from university research to large industrial/corporate scale, including Rolls-Royce, Lockheed Martin, BAE Systems, top M&A and Banking firms, GE, Toyota/Aisin, DANA, AT&T, Best Buy, Munich RE, G7 Group, London Centre for Nanotechnology, etc.

The critical aspect of the Corporation is to ensure a constant and reliable supply of its raw materials and equipment needed for the MVP and future applications. As it is mentioned in the “Risk Factors”, we rely on third party suppliers and vendors. We do not control the operations of these suppliers and vendors. If any of these third-party suppliers and vendors terminate their relationship with us, or do not provide an adequate level of products or services, it would disrupt our business and could adversely affect our operating results. We will implement a supply interruption strategy and identify redundant sources of supply in key areas to provide NDB, Inc. not only with constant production stream but also reliability in the long run.

8.26  Corporate information

Mailing address: 50 California Street, Suite 1500 San Francisco, CA 94111

Tel: +1 (650) 252-0002

Fax: +1 (650) 252-0003.

Email: info@ndb.technology

Website: https://ndb.technology

9          DESCRIPTION OF PROPERTY

The Corporation does not own any real estate. NDB, Inc.’s corporate office is located at 50 California Street, Suite 1500, San Francisco, CA 94111, USA, in a serviced office space which we lease on a semi-annual basis for a monthly base cost.

NDB, Inc. has the R&D partnership with top-level universities, innovation centers and facilities across the globe. NDB, Inc. has a vast network of facility partners that will allow the fabrication of the commercial prototype to be carried out in them. Currently, the Corporation is performing development across the globe using resources including laboratories and universities.

For the foreseeable future, we believe these facilities are suitable for our current business operations.

10     MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and the notes thereto appearing elsewhere in this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations, the actual outcomes of which involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by such forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors”, “Cautionary Statement Regarding Forward-Looking Statements” and elsewhere in this Offering Circular.

10.1  Liquidity and financial resources

We had net cash of $11,282.74 and $655,325.70 on December 31, 2019 and 2020, respectively. During the years ended December 31, 2019 and 2020, we used cash flows in operations in the amounts of $ 30,744.67 and $287,502.20, respectively.

Cash was not used in investing activities during the years ended December 31, 2019 and 2020. Cash provided by financing activities during the years ended December 31, 2019 and 2020 was $42,027.41 and $932,482.37, respectively. Since inception, the Corporation has been dependent upon the sale of common stock.

Liquidity and capital resources available to continuously grow the Corporation is of the utmost importance. NDB, Inc. has devised various structures around how, when and by whose support the Corporation will be growing throughout its life cycle. NDB, Inc. is looking for investors who are visionary, strategically valuable, and have experience in taking high-quality products/services to commercial scale. NDB is designed and has all the elements to become the next “Unicorn” therefore, strong values and experience are highly recommended. At this stage, we are looking for the following type of investors: 

1.         Angel Investors: Qualified Accredited or Sophisticated Investors who are either exposed to the technology industry and strategic partners or have experience in investing in “High-Value” startups or bring in relevant experience in the industry domain NDB is currently involved i.e., Energy, Battery, Consumer Electronics, Automobiles or Aerospace.
2.     Family Offices: Experienced in investing in energy/cleantech/disruptive technology startups with experience in supporting startups with relevant support such as key partner’s introduction or go-to-market support.
3. Institutional Investor: Focused on energy/cleantech/disruptive technology with functional diversity in portfolios that would be of strategic value to NDB, Inc. In addition, a track record of taking disruptive companies to IPOs is highly recommended. Typical check sizes ranging from $0.5M to $1M with the capability to do higher follow-on round.
4.     Corporate Investor: Directly relevant to the industry domain NDB is focused towards i.e., Device Manufacturers, Electronics, Automobiles, Aerospace, and Space. The relevance will directly apply to create various modalities and add distribution channels for NDB.
5.         Government Aid & Support: Governments or Government held institutions who are looking to invest in high quality, highly disruptive projects such as NDB with elements to take projects to a major strategic stage both in terms of global publicity and direct defense applications. The examples of such includes, (DoD- Department of Defense, DARPA, Harvard Endowment Fund, World Bank Innovations Fund, among others).

10.2  Plan of operation

Our plan of operations over the next twenty-four months consists of the following:

10.2.1                       Facility

• Securing, equipping, and launching the USA R&D facility
• Securing equipping, and launching the Switzerland R&D facility
• Completing the construction of the reactor for isotope production

10.2.2                       Media engagement & brand awareness

• Events & Exhibitions
• Partnership press releases 

10.2.3                       Partnerships

• Low power application 
• Medium power application
• High Power application

10.2.4                       R&D and IP

• Continued development and research of high-power technology
• Development and delivery of low power prototype
• Development of secondary storage unit 
• Further research on Solid State Battery solution
• Filling the new patents
• Further research on enhancement of advance materials

10.2.5                       HR

• Senior recruitment (9 Heads)
• Junior recruitment (80 Heads)

10.3  Trend Information

The Battery Manufacturing industry exhibits a moderate level of market share concentration, with the top four companies estimated to account for 51.0% of industry revenue in 2019.

Market share concentration has increased during the period, largely due to acquisition activity. This trend is expected to continue over the five years to 2024 and is exemplified by the recent sale of Spectrum Brands Holdings Inc.’s battery division to major player Energizer Holdings. IBISWorld estimates that the level of concentration will continue to be at a low level over the next five years. High start-up capital costs deter most potential entrants.

Additionally, strong relationships between larger companies and their downstream customers, such as Walmart and major OEMs, could prove to be a barrier by limiting the number of potential customers for new manufacturers. Additionally, price is becoming an increasingly important factor in the market, as the price of high-tech batteries, such as lithium-ion batteries, have fallen over the years and are expected to continue to decrease over the five years to 2024.

Consequently, larger companies that can achieve efficient economies of scale are better positioned to compete in an increasingly price competitive market than newer entrants that may not be able to achieve the same economies of scale.

11     DIRECTOR, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES 

11.1  List of directors, executive officers, and significant employees

List and Description of Directors, Executive officers and Significant employees as of December 14, 2021, is presented in the following table:

Name	Position	Age	Terms of Office	FT/PT
Dr. Nima Golsharifi Ph.D., M.Sc., M.Eng.	Chief Executive Officer	34	Feb 2019 – Present	FT
Sir Prof. Michael Pepper FREng, FRS	Chief Technology Officer	79	Feb 2020 – Present	FT
Mr. Giorgi Gogokhia LLM	Chief Operating Officer	25	Oct 2019 – Present	FT
Dr. Toktam Nezakati MBA, Ph.D., M.Sc.	Chief Business Development Officer	44	Apr 2021 – Present	FT
Mr. Andrew Matthews	Chief Communication Officer	31	Jul 2021 – Present	FT

Above named officers are working full-time for the Corporation. There is an employment agreement in place between them and the Corporation as described below. Other than the employment agreement described below, there is no arrangement or understanding between the person described above and any other person pursuant to which the person was selected to his or her office or position. Each officer holds office until his or her successor is elected and qualified.

Directors are elected at each annual meeting of the shareholders to serve until the next annual meeting of the shareholders and until their successors have been elected and qualified.

(i) Dr. Nima Golsharifi (Chief Executive Officer) has been consistently transferring his leadership skills to grow companies by implementing fresh ideas since the age of 17. His expertise in nanotechnology, specifically energy storage devices, diamond electronics, thin-film devices, and organic semiconductors led to several publications and presentations in various international symposiums and conferences. As a technical leader, he worked for classified government projects such as Lockheed’s Apache Helicopter Program among others during his career. Dr Nima Golsharifi understands what it takes to lead and build critical deep-technology products such as NDB’s battery.

(ii) Sir Prof. Michael Pepper (Chief Technology Officer) is a physicist notable for his work in semiconductor nanostructures. Sir Michael was a physicist at the Plessey Research Laboratories when he formed a collaboration with Sir Nevill Mott, (Nobel Laureate, 1977) which resulted in his commencing research in the Cavendish Laboratory in 1973 on localisation in semiconductor structures. He subsequently joined the GEC Hirst Research Centre where he set up joint Cambridge-GEC projects. He was one of three authors on the paper that eventually brought a Nobel prize for the quantum Hall effect to Klaus von Klitzing. Sir Michael formed the Semiconductor Physics research group at the Cavendish Laboratory in 1984, and following a period as Royal Society Warren Research Fellow was appointed to his current role, Professorship of Physics, at the Cavendish Laboratory in 1987. In 1991, he was appointed managing director of the newly established Toshiba Cambridge Research Centre, now known as the Cambridge Research Laboratory (CRL) of Toshiba Research Europe. The following year, 2001, he was appointed Scientific Director of TeraView, a company formed by spinning off the terahertz research arm of CRL. He became an honorary Professor of Pharmaceutical Science in the University of Otago, New Zealand in 2003. He left his Cambridge Chair to take up the Pender Chair of Nanoelectronics at University College London in 2009 and has been associated with many developments in Semiconductor Physics and applications of terahertz radiation. He was siting on the Scientific Advisory Committee of Australia's ARC Centre of Excellence in Future Low-Energy Electronics Technologies.

(iii) Mr. Giorgi Gogokhia is Chief Operating Officer at NDB with a relevant working background and years of experience in law and management. He is a skilled communicator, effective leader and driven business person who can maintain key operational procedures, create new processes and ensure day to day administrative and operational excellence. Hence, it is no surprise that his exceptional demeanor gained him a solid reputation among team members. Giorgi is a graduate from the school of law. He has then obtained a master's degree (LLM) in International Business Law. Giorgi has participated in exchange programs and multiple conferences across the globe. He also had the chance to gain actual working experience through various projects and employments. Giorgi’s interests include IP law, corporate law and contracts. He has been leading various projects under ORB conglomerate in the field of software development as well as in the medical sector which helped him to develop strong leadership, organizational and managerial competences.

(iv) Dr. Toktam Nezakati (Chief Business Development Officer) is a Silicon Valley based researcher and executive. As chief business development officer at NDB Inc., she utilizes her interdisciplinary skills in bridging technology and business. Toktam was a researcher at Stanford, hardware Scientist at NASA’s Ames Research, and an engineer at Google. Dr. Nezakati, in addition to her hardware R&D skills, is also enthusiastic about AI and ML for business, fintech, biotech, satellite, and aerospace technology. Dr. Nezakati holds several publications and patents.

(v) Mr. Andrew Matthews (Chief Communication Officer) is into the Blockchain space since 2017. Andrew has a proven track of record in building teams, tracking worldwide developers, and partnering with local organizations engaged in smart contract development, token economy systems and smart contract auditing. In addition, he also brings a key experience in gaining strongholds into the global regulatory landscape, building rails for a robust crypto environment that can tap into a massive global liquidity pool. He carries a robust work experience in a handful of crypto firms within the blockchain ecosystem

11.2  Certain relationships

There are no family relationships between any of our directors, executive officers, and significant employees. Except as set forth above and in our discussion below in “Interest of Management and Others in Certain Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates, or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

11.3  Involvement in certain legal proceedings

To our knowledge, none of our current directors or executive officers has:

• been convicted in a criminal proceeding (excluding traffic violations and other minor offenses); or
• had any bankruptcy petition filed under the federal bankruptcy laws or any state insolvency laws by or against the business or property of the person, or of any partnership, corporation or business association of which he or she was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time.

In addition, to our knowledge, none of our current directors or executive officers is subject to any of the disqualification events described in Rule 262(a) under the Securities Act.

The Corporation is not currently a party to any legal proceedings, the adverse outcome of which, individually or in the aggregate, we believe will have a material adverse effect on our business, financial condition, or operating results.

12     COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS  

The following table represents information regarding the total compensation earned by the three highest paid Corporation’s directors and executive officers during the last completed fiscal year, ended December 31^st, 2020.

Name and Capacity in which compensation was received	Cash Compensation	Other Compensation	Total Compensation
Dr. Nima Golsharifi	$33,410.00	$0.00	$33,410.00
Mr. Giorgi Gogokhia	$11,250,000	$0.00	$11,250.00

For the fiscal year ended December 31, 2019, we did not pay our sole director for his service as a director.

12.1  Director compensation: 

We currently do not pay our directors any cash compensation for their services as board members but intend to provide $5,000 to each director in the future, depending in part upon the qualification and success of this Offering.

We currently have three directors on our Board of directors. For the last completed fiscal year ended December 31^st, 2020, the aggregate annual compensation of the directors as a group amounts to $0.

12.2  Employment agreements, arrangements, or plans      

We have agreements in place with our five executive officers, Nima Golsharifi, Michael Pepper, Giorgi Gogokhia, Toktam Nezakati and Andrew Matthews.

Nima Golsharifi is entitled to an annual base salary of $172,800 pursuant to his employment agreement, Michael Pepper is entitled to an annual base salary of $68,400 pursuant to his employment agreement, Giorgi Gogokhia is entitled to an annual base salary of $60,000 pursuant to his agreement, Toktam Nezakati is entitled to an annual base salary of $60,000 in equity pursuant to her agreement, and Andrew Matthews is entitled to an annual base salary of $70,000 pursuant to his agreement. The executive officers’ salaries will be accrued but not paid until the Board reasonably determines that the Corporation is in a financial position to pay such salaries without jeopardizing the Corporation’s ability to continue as a going concern.

12.3  Employee stock incentive plan

The Corporation had a stock option plan dated April 11^th, 2019, pursuant to which the Corporation was authorized to issue options to purchase common shares to consultants, contractors officers, directors and employees. The maximum number of options that could be issued under the stock option plan was 4,000,000. Stock options or a significant equity ownership position in us may be utilized by us in the future to attract one or more new key senior executives to manage and facilitate our growth.

13     BOARD OF DIRECTORS

Our Board of Directors currently consists of Dr. Nima Golsharifi, Mr. Giorgi Gogokhia, and Ms. Fahimeh Golsharifi.

We may appoint additional independent directors to our Board of directors in the future, particularly to serve on committees should they be established.

14     SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

As of October 14, 2021, there were 31,390,560 shares of Common Stock issued and outstanding. 4,000 shares of Common Stock are reserved for option plan. Beneficial ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held. Shares of Common Stock subject to convertible securities, options, warrants and other rights which are currently exercisable or which may become exercisable within 60 days of the date of this Offering Circular, are deemed outstanding and beneficially owned by the person holding such convertible securities, options, warrants or other rights for purposes of computing the number of shares and percentage beneficially owned by such person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person.

The following table sets forth information regarding beneficial ownership of the Corporation’s management, directors, and holders of 10% or more of any class of our voting securities as of October 14, 2021.

The percentages below are based on fully diluted shares of our Common Stock as of October 14, 2021. Unless otherwise indicated, the business address of each person listed is 50 California Street, Suite 1500, San Francisco, CA 94111.

Name and Address of Beneficial Owner, and his relationship to NDB, Inc.	Amount and Nature of Beneficial Ownership of Common Stock	Amount and Nature of Beneficial Ownership of Common Stock Acquirable (by Exercise of Option or Conversion of Security)	Percent of Class
Directors and Executive Officers:
Dr. Nima Golsharifi, Ph.D., M.Sc., M.Eng. CEO of NDB, Inc.	30,100,000	30,100,000 Direct Ownership	85.05%
All directors and named executive officers as a group (3 persons)	N/A	N/A	N/A
Greater than 10% Securityholders:
None (other than the Directors and Executive Officers above)	N/A	N/A	N/A

15     INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Transactions with Related Persons

Except as described below and except for employment arrangements which are described above under “Compensation of Directors and Executive Officers,” there has not been, nor is there currently proposed, any transaction in which NDB, Inc. is or was a participant, the amount involved exceeds the lesser of $120,000 and 1% of the average of our total assets at year-end for the last two completed fiscal years, and any of our directors, executive officers, holders of more than 10% of our Common Stock, promoters, or any immediate family member of any of the foregoing had or will have a direct or indirect material interest.

16     SECURITIES BEING OFFERED

The following is a summary of the rights of our capital stock as provided in our Certificate of Incorporation, and bylaws. For more detailed information, please see our Certificate of Incorporation and bylaws which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part. 

General Information

1. General: The Corporation only issues one class of stock. The total number of shares of stock which the Corporation is authorized to issue is Seven Million (7,000,000) shares of capital stock, consisting of Fifty Million (50,000,000) shares of Common Stock. As of October 14, 2021, the Corporation had 31,390,560 shares of Common Stock outstanding and 4,000,000 shares of Common Stock is reserved for option plan.
2. Dividend Rights: We have not paid any cash dividends on our shares of Common Stock to date. The payment of cash dividends on our Common Stock in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition and will be within the discretion of our Board of Directors. It is the present intention of our Board of Directors to retain all earnings, if any, for the development, operation, and expansion of our business and, accordingly, our Board of Directors does not anticipate declaring any dividends on our Common Stock in the foreseeable future. As a result, any gain you will realize on our Common Stock will result solely from the appreciation of your Shares.
3. Voting Rights: The holders of the Common Stock are entitled to one vote for each share held on all matters to be voted on by the Corporation’s shareholders. There shall be no cumulative voting.
4. Liquidation: In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of our Common Stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of or provision for all of our debts and other liabilities.
5. Right and preferences: Holders of the Corporation's Common Stock have no preemptive, conversion, or other rights, and there are no redemptive or sinking fund provisions applicable to the Corporation's Common Stock. No shares of Common Stock are subject to further call or assessment by the issuer.
6. Liabilities: We do not foresee any potential liabilities imposed on shareholders under state statutes and/or foreign law.
7. Changes in Authorized Number: The number of authorized shares of Common Stock may be increased or decreased subject to the Corporation’s legal commitments at any time and from time to time to issue them, by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote. 
8.                     Further Liability for Calls: No shares of Common Stock are subject to further call or assessment by the issuer.  
9. Registration rights: Investors will not receive any registration rights in connection with the Offering. 
10. Restrictions on Transfer: There is currently no public trading market for the Corporation shares, and an active market may not develop or be sustained.  In the event a transfer of any shares does occur, the transferor shall comply with Section 39 of bylaws of the Corporation prior to the transfer.

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

The Corporation will be required to make annual and semi-annual filings with the SEC. The Corporation will make annual filings on Form 1-K, which will be due by the end of April each year and will include audited financial statements for the previous fiscal year. The Corporation will make semi-annual filings on Form 1-SA, which will be due by December 31^th each year, which will include unaudited financial statements for the six months to June 30^th. The Corporation will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors, or certain types of capital-raising. The Corporation will be required to keep making these reports unless it files a Form 1-Z to exit the reporting system, which it will only be able to do if it has less than 300 shareholders of record and have filed at least one Form 1-K.

At least every 12 months, the Corporation will file a post-qualification amendment to the offering Statement of which this Offering Circular forms a part, to include the Corporation’s recent financial statements.

The Corporation may supplement the information in this Offering Circular by filing a Supplement with the SEC.

All these filings will be available on the SEC’s EDGAR filing system. You should read all the available information before investing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a Regulation A+ Offering Statement on Form 1-A under the Securities Act with respect to the Common Stock offered by this Offering Circular. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the Common Stock offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. In accordance with the requirements of Tier 2 of Regulation A+, we are required to publicly file annual, semiannual, and current event reports with the SEC. The SEC maintains an Internet website that contains reports and other information about issuers, including us, that file electronically with the SEC. The address of this site is sec.report.

17     NDB FINANCIAL STATEMENTS

17.1  Period January 1, 2021 to March 31, 2021

17.1.1                       Independent accountant’s review report

Al Abbasi Professional Accounting Services

CPA Professional Office

20 Portsmouth Avenue, Suite 1 PMB 1093, Stratham NH 03885, USA

amjad@alabbasicenter.com | 603-607-7600

To the board of directors of NDB Inc.

50 California Street, Suite 1500

San Francisco, CA 94111

October 14, 2021

We have reviewed the accompanying balance sheet of NDB Inc. as of June 30, 2021, and the statement of income for the period from January 01, 2021 to June 30, 2021 and the related notes to those statements. A review includes primary applying analytical procedures to management’s financial data and making inquiries of the NDB’s management. A review is less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the accounting principles generally accepted in the United States of America; and this includes the design, implementation, and maintenance of financial statements that are free from material misstatement, whether due to fraud or error.

Accountant responsibility

Our responsibility is to conduct the review in accordance with the Statement on Standards of Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware of material modifications that should be made in the financial statements for them to be in accordance with the accounting principles generally accepted in the United States of America. We believe that the results of our procedures provide a reasonable basis for our report.

Accountant’s conclusion

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in accordance with the accounting principles generally accepted in the United States of America.

/s/ Amjad N. I. Abu Khamis 
Amjad N. I. Abu Khamis 

Licensed Public Accountant, License # NH 08224

17.1.2                       Statement

NDB Inc.
Balance Sheet Statement

As of 30 June 2021
 

ASSETS
Current Assets
Checking Accounts	33,281.86
Fixed Deposit	9,000.00
Total Bank Accounts	42,281.86
Other Receivables	110,047.32
Total Current Assets	152,329.18
Fixed Assets
Computer Equipment	1,913.52
Long Term Investments	536,123.90
Total Fixed Assets	538,037.42
TOTAL ASSETS	690,366.60
LIABILITIES AND EQUITY
Liabilities
Current Liabilities
Credit Cards	1,899.17
Contractors Payables	11,987.46
Total Current Liabilities	13,886.63
Total Liabilities	13,886.63
Equity
Common Stock	1,292,243.09
Owner Contributions (Withdrawals)	9,259.8
Retained Earnings	(450,160.40)
Net Income	(174,862.52)
Total Equity	676,479.97
TOTAL LIABILITIES AND EQUITY	690,366.60

NDB Inc.
Income Statement
As of 30 June 2021

Total Revenues	-
Less Operating Expenses
Salaries and Contractors Expense	199,131.91
Professional Fees	43,597.30
Software Expense	6,999.65
Travel Expenses	40,176.07
General Administrative Expenses	9,697.07
Marketing Fees	174.92
Training Expenses	1,800.12
Bank Fees	2,270.19
Total Operating Expenses	303,847.23
Net Operating Income (Loss)	(303,847.23)
Other Non-Operating Income (loss
PPP Loan Forgiveness	129,050.00
Interest Income	14.60
Losses of exchange currencies	(79.89)
Total Non-Operating Income	128,984.71
Net Income (Loss)	(174,862.52)

17.1.3                       Notes to the Financial Statements

17.1.3.1               Description of the Business

NDB INC was incorporated in in the State of California in February 2019. NDB INC is authorized to issue one class of shares of stock, and the total number of shares which this corporation is authorized to issue is 50,000,000.

NDB INC is focused on the development of the NDB, a self-charging and long-lasting battery powered by recycled nuclear waste and radioisotopes. Compared to conventional batteries, this battery is expected to produce stable power throughout their lifetime (which is generally many years) as an independent power source in itself until the end of its used isotopic lifetime, making it a sustainable, versatile energy solution to the globally growing energy demand.

For more information about the business visit NDB website.

17.1.3.2               Summary of Significant Accounting Policies

1. Basis of Presentation

The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP).

2. Revenue Recognition

As of the date of the financial statements, NDB INC has no revenue generated by its operations. The company is a start-up and funding its operational expenses from financing activities. The company’s management is planning, and has taken serious steps, to maintain a positive working capital for the company, by adding new investors into the business, and conducting an offering through Regulation A financing under the Securities Act of 1933.

3. PPP Loan

The company get the benefit from Pay-check Protection Program (PPP) Loan as part of the Coronavirus Aid Relief and Economic Security (CARES) Act. The total amount of the loan was 129,050, which was forgiven on April 7, 2021 based on a letter from Small Business Administration.

4. Common Stock

The company has issued shares for the amount of $320,018.44 to new investors, which raised up the common stock balance into $1,292,243.09 as of June 30, 2021.

5. Long Term Investments

The company’s management used excess cash available at liquid assets, which they do not have intent to liquidate in the near future.

6. Sales and Marketing

Sales and marketing expenses consist of compensation, employee benefits and other compensation of sales and marketing employees, as well as commissions, travel, trade show sponsorships and events, conferences, and Internet advertising costs. Costs associated with the Company’s advertising and are expensed as incurred and are included in sales and marketing expenses.

7. General and Administrative

General and administrative expenses include compensation, employee benefits, and stock-based compensation for executive management, finance administration and human resources, facility costs (including rent), bad debt costs, professional service fees, and other general overhead costs including depreciation to support our operations.

8. Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

17.2  Year ended 2020

17.2.1                       Independent accountant’s review report

Al Abbasi Professional Accounting Services

CPA Professional Office

20 Portsmouth Avenue, Suite 1 PMB 1093, Stratham NH 03885, USA

amjad@alabbasicenter.com | 603-607-7600

To the board of directors of NDB Inc.

50 California Street, Suite 1500

San Francisco, CA 94111

October 14, 2021

Report on financial statements

We have audited the accompanying financial statements of NDB, Inc. (the “Corporation”), which comprise the balance sheet as of December 31, 2020, and the related statements of operations, changes in shareholders’ equity, and statement of cash flows for the period year then ended as of December 31, 2020, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements 

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Corporation's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Corporation as of December 31, 2020, and the results of its operations and its cash flows for the year then ended as of December 31, 2020 in accordance with accounting principles generally accepted in the United States of America.

Emphasis of matter

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in note ii of section 17.2.3.2, the entity has suffered a loss from operations, has used cash in operations. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2.2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

/s/ Amjad N. I. Abu Khamis 

Amjad N. I. Abu Khamis 

Licensed Public Accountant, License # NH 08224

17.2.2                       Statement

NDB Inc.

Balance Sheet Statement

As of 31 December 2020
 

ASSETS
Bank Accounts
Checking Accounts	646,325.70
Fixed Deposit	9,000.00
Total Bank Accounts	655,325.70
Total Current Assets	655,325.70
TOTAL ASSETS	655,325.70
LIABILITIES AND EQUITY
Liabilities
Current Liabilities
Credit Cards	8,422.66
PPP Loan	129,050.00
Other Payables/Receivables	(6,011.38)
Total Current Liabilities	131,461.28
Total Liabilities	131,461.28
Equity
Common Stock	972,224.65
Owner Contributions	1,800.17
Retained Earnings	-39,658.53
Net Income	-410,501.87
Total Equity	523,864.42
TOTAL LIABILITIES AND EQUITY	655,325.70

NDB Inc.

Income Statement

As of 31 December 2020

Total Revenues	-
Less Operating Expenses
Contractors	190,793.39
Professional Fees	88,249.58
Software Expense	5,154.97
Travel Expenses	41,302.79
General Administrative Expenses	46,115.90
Marketing Expenses	27,399.90
Training Expense	9,252.00
Bank Fees	2,235.99
Total Operating Expenses	410,504.52
Net Operating Income (Loss)	(410,504.52)
Other Non-Operating Income	5.30
Net Income (Loss)	(410,501.87)

NDB Inc.

Statement of Changes in Equity
For the year ended 2020

	Paid in Capital	Owners Contributions	Retained Earnings	Equity Balance
Begging Balance as of January 1, 2020	41,542.45	-	-	41,542.45
Stocks Issued During 2020	930,682.20	-	(39,658.53)	932,566.12
Owner Net Contributions During 2020	-	1,800.17	-	934,366.29
Net Loss During 2020	-	-	(410,501.87)	523,864.42
Equity Ending Balance as of December 31, 2020				523,864.42

NDB Inc.

Statement of Cash Flow
For the year ended 2020

OPERATING ACTIVITIES
Net Income (Loss)	(410,501.87)
Adjustments to reconcile Net Income to Net Cash provided by operations:
PPP Loan	129,050.00
Year End Adjustments	(6,050.33)
Total Adjustments to reconcile Net Income to Net Cash provided by operations:	122,999.67
Net cash Used by operating activities	(287,502.20)
FINANCING ACTIVITIES
Issuance of Shares	930,682.20
Owners Net Contributions	1,800.17
Net cash provided by financing activities	932,482.37
NET CASH INCREASE FOR PERIOD	644,980.17
Cash at beginning of period	10,345.53
CASH AT END OF PERIOD	655,325.70

17.2.3                       Notes to the Financial Statements

17.2.3.1               Description of the Business

NDB INC was incorporated in in the State of California in February 2019. NDB INC is authorized to issue one class of shares of stock, and the total number of shares which this corporation is authorized to issue is 50,000,000.

NDB INC is focused on the development of the NDB, a self-charging and long-lasting battery powered by recycled nuclear waste and radioisotopes. Compared to conventional batteries, this battery is expected to produce stable power throughout their lifetime (which is generally many years) as an independent power source in itself until the end of its used isotopic lifetime, making it a sustainable, versatile energy solution to the globally growing energy demand.

For more information about the business visit NDB website.

17.2.3.2               Summary of Significant Accounting Policies

1. Basis of Presentation

The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP).

2. Revenue Recognition

As of the date of the financial statements, NDB INC has no revenue generated by its operations. The company is a start-up and funding its operational expenses from financing activities. The company’s management is planning, and has taken serious steps, to maintain a positive working capital for the company, by adding new investors into the business, and conducting an offering through Regulation A financing under the Securities Act of 1933.

3. PPP Loan

The company get the benefit from Pay-check Protection Program (PPP) Loan as part of the Coronavirus Aid Relief and Economic Security (CARES) Act. The total amount of the loan was 129,050. It is worth mentioning that the PPP Loan Forgiveness application was submitted and approved, and the whole amount was forgiven as of the date of issuing those statements.

4. Use of Estimates

The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expense during the reporting period. [e.g. useful life of fixed assets].

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates.

5. Common Stock

The company has obtained $932,566.12 in cash from the sale of common stock as of the end of 2020, the price of the stocks are 4.35.

6. Travel Expense

Travel expenses are those expenses paid for the contractors and owners of the business related to their business travels, such as air tickets, visa processing fees, hotels reservation, meals, etc.

7. General and Administrative

General and administrative expenses include all expenses that are required to run the operations of the business, that are general in its nature, such as utilities, rent, office supplies, telecommunications, etc.

8. Sales and Marketing

Costs associated with the Company’s advertising and are expensed as incurred and are included in sales and marketing expenses. Advertising expense was $27,399.90 for the year ended December 31, 2020.

9. Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

17.3  Year ended 2019

17.3.1                       Independent accountant’s review report

Al Abbasi Professional Accounting Services

CPA Professional Office

20 Portsmouth Avenue, Suite 1 PMB 1093, Stratham NH 03885, USA

amjad@alabbasicenter.com | 603-607-7600

To the board of directors of NDB Inc.

50 California Street, Suite 1500

San Francisco, CA 94111

October 14, 2021

Report on financial statements

We have audited the accompanying financial statements of NDB, Inc. (the “Corporation”), which comprise the balance sheet as of December 31, 2019, and the related statements of operations, changes in shareholders’ equity, and statement of cash flows for the period year then ended as of December 31, 2019, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Corporation's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Corporation as of December 31, 2019, and the results of its operations and its cash flows for the year then ended as of December 31, 2019 in accordance with accounting principles generally accepted in the United States of America.

/s/ Amjad N. I. Abu Khamis

Amjad N. I. Abu Khamis 

Licensed Public Accountant, License # NH 08224

17.3.2                       Statements

NDB Inc.

Balance Sheet Statement

As of 31 December 2019

ASSETS
Bank Accounts
Checking Accounts	2,282.74
Fixed Deposit	9,000.00
Total Bank Accounts	11,282.74
Total Current Assets	11,282.74
TOTAL ASSETS	11,282.74
LIABILITIES AND EQUITY
Liabilities
Current Liabilities
Credit Cards	8,083.13
Other Payables/Receivables	(87.35)
Total Current Liabilities	7,995.78
Total Liabilities	7,995.78
Equity
Common Stock	41,542.45
Owner Contributions	484.96
Net Income (Loss)	(38,740.45)
Total Equity	3,286.96
TOTAL LIABILITIES AND EQUITY	11,282.74

NDB Inc.

Income Statement

For the year ended 2019

Total Revenues	-
Less Operating Expenses
Contractors	16,680.00
Professional Fees	632.89
Software Expense	296.51
Travel Expenses	15,096.06
General Administrative Expenses	5,299.12
Marketing Expenses	170.66
Bank Fees	573.26
Total Operating Expenses	38,748.50
Net Operating Income (Loss)	(38,748.50)
Other Non-Operating Income	8.05
Net Income (Loss)	(38,740.45)

NDB Inc.

Statement of Changes in Equity

For the year ended 2019

	Paid in Capital	Owners Contributions	Retained Earnings	Equity Balance
Beginning Balance as of February 2, 2019	-	-	-	-
Stocks Issued During 2019	41,542.45	-	-	41,542.45
Owner Net Contributions During 2019	-	484.96	-	42,027.41
Net Loss During 2019	-	-	(38,740.45)	3,286.96
Equity Ending Balance as of December 31, 2019				3,286.96

NDB Inc.

Statement of Cash Flow

For the year ended 2019

OPERATING ACTIVITIES
Net Income (Loss)	(38,740.45)
Adjustment to Net Income
Liabilities to Credit Cards	8,083.13
Other Receivables	(87.35)
Net cash Used by operating activities	(30,744.67)
FINANCING ACTIVITIES
Issuance of Shares	41,542.45
Owners Net Contributions	484.96
Net cash provided by financing activities	42,027.41
NET CASH INCREASE FOR PERIOD	11,282.74
Cash at beginning of period	-
CASH AT END OF PERIOD	11,282.74

17.3.3                       Notes to the Financial Statements

17.3.3.1               Description of the Business

NDB INC was incorporated in in the State of California in February 2019. NDB INC is authorized to issue one class of shares of stock, and the total number of shares which this corporation is authorized to issue is 50,000,000.

NDB INC is focused on the development of the NDB, a self-charging and long-lasting battery powered by recycled nuclear waste and radioisotopes. Compared to conventional batteries, this battery is expected to produce stable power throughout their lifetime (which is generally many years) as an independent power source in itself until the end of its used isotopic lifetime, making it a sustainable, versatile energy solution to the globally growing energy demand.

For more information about the business visit NDB website.

17.3.3.2               Summary of Significant Accounting Policies

1. Basis of Presentation

The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP).

2. Revenue Recognition

As of the date of the financial statements, NDB INC has no revenue generated by its operations. The company is a start-up and funding its operational expenses from financing activities. The company’s management is planning, and has taken serious steps, to maintain a positive working capital for the company, by adding new investors into the business.

3. Use of Estimates

The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expense during the reporting period. [e.g. useful life of fixed assets].

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates

4. Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. The Company uses an estimated useful life of Five years for employee-related computers, office equipment and site-related computer hardware and software, and furniture.

5. Contractors Expense

NDB has no employees as of the date of this report, however, the contractors fees are paid against services provided by individuals for the administrative and operational processes of the firm. As of December 31, 2019, NDB paid $16,680 for contractors as expenses.

6. Travel Expense

Travel expenses are those expenses paid for the contractors and owners of the business related to their business travels, such as air tickets, visa processing fees, hotels reservation, meals, etc.

7. General and Administrative

General and administrative expenses include all expenses that are required to run the operations of the business, that are general in its nature, such as utilities, rent, office supplies, telecommunications etc.

18     SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on October 14, 2021.

NDB INC. 

By: /s/ Nima Golsharifi

Nima Golsharifi

Chief Executive Officer, Director

Date: 10/14/2021
 

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

NDB INC. 

By: /s/ Nima Golsharifi

Nima Golsharifi

Chief Executive Officer, Director

Date: 10/14/2021

NDB INC. 

By:  /s/ Giorgi Gogokhia

Giorgi Gogokhia

Chief Operating Officer, Secretary

Date: 10/14/2021

NDB INC. 

By: /s/ Fahimeh Golsharifi

Fahimeh Golsharifi

Director

Date: 10/14/2021

ACKNOWLEDGEMENT ADOPTING TYPED SIGNATURES

The undersigned hereby authenticate, acknowledge and otherwise adopt the typed signatures above and as otherwise appear in this filing and Offering.

NDB INC. 

By: /s/ Nima Golsharifi

Nima Golsharifi

Chief Executive Officer, Director

Date: 10/14/2021

NDB INC. 

By:  /s/ Giorgi Gogokhia

Giorgi Gogokhia

Chief Operating Officer, Secretary

Date: 10/14/2021

NDB INC. 

By: /s/ Fahimeh Golsharifi

Fahimeh Golsharifi

Director

Date: 10/14/2021

EX1A-2A CHARTER

STATE of CALIFORNIA
ARTICLES of INCORPORATION 
A STOCK CORPORATION

ARTICLE I.

The name of this corporation is NDB INC..

ARTICLE II.

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE III.

The name of the initial agent for service of process in the State of California for the corporation is LEGALINC CORPORATE SERVICES INC.

ARTICLE IV.

The initial street address of the corporation is 4900 HOPYARD RD, PLEASANTON, CALIFORNIA 94588.

ARTICLE V.

This corporation is authorized to issue only one class of shares of stock, and the total number of shares which this corporation is authorized to issue is 50000000.

ARTICLE VI.

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California Law. The corporation is authorized to provide indemnification of agents (as defined in Section 31 7 of the California Corporations Code) for breach of duty to the corporation and shareholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the California Corporations Code.

Dated: Feb 01, 2019 

Marsha Siha, Incorporator

EX1A-2B BYLAWS

BYLAWS
OF
NDB INC.

(A CALIFORNIA CORPORATION)

ARTICLE I

Offices

1.           Registered Office.  The registered office of the corporation in the State of California shall be 50 California Rd, Suite 1500, Pleasanton, California, 94111, USA or in such other location as the Board of Directors of the corporation (the “Board of Directors”) may from time to time determine or the business of the corporation may require.
2.           Other Offices.  The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of California, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Corporate Seal

3.           Corporate Seal.  The Board of Directors may adopt a corporate seal.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III

Shareholders’ Meetings

4.                Place of Meetings.  
   1.              Meetings of the shareholders of the corporation may be held at such place, either within or without the State of California, as may be determined from time to time by the Board of Directors.  The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided under the California General Corporation Law (the “CGCL”). In the absence of a designation by the board, shareholders’ meetings will be held at the corporation’s principal executive office. If authorized by the board of directors, in its sole discretion, and subject to the consent requirement in California Corporations Code section 20(b) and any guidelines and procedures adopted by the board of directors, shareholders not physically present in person or by proxy at a meeting of shareholders may, by electronic transmission by and to the corporation or by electronic video screen communication, participate in a meeting of shareholders, be deemed present in person or by proxy, and vote, whether the meeting is to be held at a designated place or in whole or in part by means of electronic transmission by and to the corporation or by electronic video screen communication.
   2.              A meeting of the shareholders may be conducted in whole or in part, by electronic transmission by and to the Corporation or by electronic video screen communication if: 

the Corporation implements reasonable measures to provide shareholders (in person or by proxy) a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders; and 

the Corporation maintains a record of the vote or action and any shareholder votes or other shareholder action is taken at the meeting by means of electronic transmission to the Corporation or electronic video screen communication. 

3.               Any request by the Corporation to a shareholder under Section 20(b) of the Code for consent to conduct a meeting of shareholders by electronic transmission must include a notice that absent consent of the shareholder, the meeting will be held at a physical location.

5.                Annual Meeting  
   1.              The annual meeting of the shareholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.  Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders:  (i) pursuant to the corporation’s notice of meeting of shareholders; (ii) by or at the direction of the Board of Directors; or (iii) by any shareholder of the corporation who was a shareholder of record at the time of giving of notice provided for in the following paragraph, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section.
   2.              At an annual meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the meeting.  For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of paragraph (a) of this Section, (i) the shareholder must have given timely notice thereof in writing to the Secretary of the corporation, (ii) such other business must be a proper matter for shareholder action under the CGCL and applicable law, (iii) if the shareholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the corporation with a Solicitation Notice (as defined in this paragraph), such shareholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the corporation’s voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the corporation’s voting shares reasonably believed by such shareholder or beneficial owner to be sufficient to elect the nominee or nominees proposed to be nominated by such shareholder, and must, in either case, have included in such materials the Solicitation Notice, and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this Section, the shareholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Section. To be timely, a shareholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the ninetieth (90^th) day nor earlier than the close of business on the one hundred twentieth (120^th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120^th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90^th) day prior to such annual meeting or the tenth (10^th) day following the day on which public announcement of the date of such meeting is first made.  In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a shareholder’s notice as described above.  Such shareholder’s notice shall set forth:  (A) as to each person whom the shareholder proposed to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Rule 14a-4(d) thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (B) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such shareholder, as they appear on the corporation’s books, and of such beneficial owner, (ii) the class and number of shares of the corporation that are owned beneficially and of record by such shareholder and such beneficial owner, and (iii) whether either such shareholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of the proposal, at least the percentage of the corporation’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).
   3.               Notwithstanding anything in the second sentence of paragraph (b) of this Section to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the corporation at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by this Section shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth (10^th) day following the day on which such public announcement is first made by the corporation.
   4.              Only such persons who are nominated in accordance with the procedures set forth in this Section (or elected or appointed pursuant to Article IV of these Bylaws) shall be eligible to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section.  Except as otherwise provided by law, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall not be presented for shareholder action at the meeting and shall be disregarded.
   5.               Notwithstanding the foregoing provisions of this Section, in order to include information with respect to a shareholder proposal in the proxy statement and form of proxy for a shareholders’ meeting, shareholders must provide notice as required by the regulations promulgated under the 1934 Act.  Nothing in these Bylaws shall be deemed to affect any rights of shareholders to request inclusion of proposals in the corporation proxy statement pursuant to Rule 14a-8 under the 1934 Act.
   6.               For purposes of this Section, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13, 14 or 15(d) of the 1934 Act.
6.                Special Meetings.
   1.              A special meeting of the shareholders, for any purpose or purposes, may be called at any time by the board of directors, by the chairman of the board, by the President or Vice President, or by one or more shareholders holding shares that in the aggregate are entitled to cast 10 percent or more of the votes at that meeting.

At any time or times that the corporation is subject to Section 2115(b) of the California General Corporation Law (the “CGCL”), shareholders holding five percent (5%) or more of the outstanding shares shall have the right to call a special meeting of shareholders as set forth in Section 18 of these Bylaws.

2.              If a special meeting is called by anyone other than the board of directors, the person or persons calling the meeting will make a request in writing, delivered personally or sent by registered mail, or by electronic transmission to the corporation, to the chair of the board or the president, vice president, or secretary, specifying the time and date of the meeting (which is not less than 35 nor more than 60 days after receipt of the request) and the general nature of the business proposed to be transacted.  Within 20 days after receipt, the officer receiving the request will cause notice to be given to the shareholders entitled to vote, in accordance with the provisions of sections 7 and 8 of this Bylaws, stating that a meeting will be held at the time requested by the person(s) calling the meeting, and stating the general nature of the business proposed to be transacted.  If notice is not given within 20 days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held. 

7.           Notice of Meetings.  Notice of any meeting of shareholders, given in writing or by electronic transmission, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat. The notice shall to state the place, if any, date and hour of the meeting, and (1) in the case of special meetings, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to the provisions of the General Corporation Law. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by management for election. 

If the meeting is to be held in whole or in part by electronic transmission, the notice shall state the means of electronic transmission by and to the corporation or electronic video screen communication, if any, by which shareholders may participate in that meeting.

8.           Manner of Giving Notice; Affidavit of Notice.  Notice of any shareholders’ meeting will be given either personally or by first-class mail or other written communication (including electronic transmission by the corporation), charges prepaid, addressed to the shareholder at the physical or electronic address appearing on the corporation’s books or given by the shareholder to the corporation for purposes of notice.  If no address appears on the corporation’s books or has been given as specified above, notice will be either (1) sent by first-class mail addressed to the shareholder at the corporation’s principal executive office, or (2) published at least once in a newspaper of general circulation in the county where the corporation’s principal executive office is located.  Notice is deemed to have been given at the time when delivered personally or deposited in the mall or sent by other means of written communication.

If any notice or report mailed to a shareholder at the address appearing on the corporation’s books is returned marked to indicate that the United States Postal Service is unable to deliver the document to the shareholder at that address, all future notices or reports will be deemed to have been duly given without further mailing if the corporation holds the document available for the shareholder on written demand at the corporation’s principal executive office for a period of one year after the date the notice or report was given to all other shareholders.

Notice shall not be given by electronic transmission by the corporation after either of the following: (1) The corporation is unable to deliver two consecutive notices to the shareholder by that means, or (2) the inability to so deliver such notices to the shareholder becomes known to the secretary, any assistant secretary, the transfer agent, or other person responsible for the giving of the notice.

An affidavit of the mailing, or other authorized means of transmitting, of any notice of shareholders’ meeting, report, or other document sent to shareholders, may be executed by the corporation’s secretary, assistant secretary, or transfer agent and, if executed, will be filed and maintained in the minute book of the corporation.

9.           Quorum.  At all meetings of shareholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business.  In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting.  The shareholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.  Except as otherwise provided by statute, or by the Certificate of Incorporation or these Bylaws, the affirmative vote of a majority of shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter shall be the act of the shareholders.  
10.       Adjournment and Notice of Adjourned Meetings.  Any meeting of shareholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares present in person, by remote communication, if applicable, or represented by proxy.  

When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting pursuant to the Certificate of Incorporation, these Bylaws or applicable law.  If the adjournment is for more than forty-five (45) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. Notice of any such adjourned meeting, if required, will be given to each shareholder of record entitled to vote at the adjourned meeting, in accordance with sections 7 and 8 of these Bylaws.

11.       Voting Rights.  For the purpose of determining those shareholders entitled to vote at any meeting of the shareholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date shall be entitled to vote at any meeting of shareholders.  Every person entitled to vote or execute consents shall have the right to do so either in person, by remote communication, if applicable, or by an agent or agents authorized by a proxy granted in accordance with California law.  An agent so appointed need not be a shareholder.  

The shareholders’ vote may be by voice vote or by ballot, provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun.  On any matter other than the election of directors, any shareholder may vote part of the shares the shareholder is to vote in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares that the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote.  If a quorum is present (or if a quorum has been present earlier at the meeting but some shareholders have withdrawn), the affirmative vote of a majority of the shares represented and voting, provided such shares voting affirmatively also comprise a majority of the number of shares required for a quorum, will constitute an act of the shareholders unless the vote of a greater number or a vote by classes is required by law or by the articles of incorporation.

At a shareholders’ meeting at which directors are to be elected, no shareholder will be entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes which that shareholder normally would be entitled to cast), unless the candidates’ names have been placed in nomination before commencement of the voting and a shareholder has given notice at the meeting, prior the voting has begun, of the shareholder’s intention to cumulate votes.  If any shareholder has given such a notice, then all shareholders entitled to vote may cumulate their votes for candidates in nomination. Thus, each such shareholder may give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder’s shares are normally entitled, or may distribute the shareholder’s votes on the same principle among any or all of the candidates.  The candidates receiving the highest number of votes, up to the number of positions to be filled, will be elected.

12. Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting (including giving consent pursuant to Section 13) shall have the following effect: (a) if only one (1) votes, his or her act binds all; (b) if more than one (1) votes and the vote is not evenly split, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the California Court of Chancery for relief as provided in the CGCL, Section 704. If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.
13.        Waiver of Notice or Consent by Absent Shareholders.  The transactions of any meeting of shareholders, either annual or special, however called and noticed and wherever held, will be as valid as though they were had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if each person entitled to vote who was not present in person or by proxy, either before or after the meeting, signs a written waiver of notice or a consent to holding the meeting or an approval of the minutes of the meeting.  The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of the shareholders, except that, if action is taken or proposed to be taken for approval of any of those matters.

The waiver of notice or consent is required to state the general nature of the action or proposed action.  All waivers, consents, and approvals will be filed with the corporate records or made a part of the minutes of the meeting.

A shareholder’s attendance at a meeting also constitutes a waiver of notice of that meeting, unless the shareholder at the beginning of the meeting objects to the transaction of any business on the ground that the meeting was not lawfully called or convened.  In addition, attendance at a meeting does not constitute a waiver of any right to object to consideration of matters required by law to be included in the notice of the meeting which were not so included, if that objection is expressly made at the meeting.

14.       List of Shareholders.  The Secretary shall prepare and make, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each shareholder and the number of shares registered in the name of each shareholder.  Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or during ordinary business hours, at the principal place of business of the corporation.  In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to shareholders of the corporation.  The list shall be open to examination of any shareholder during the time of the meeting as provided by law.
15.            Action Without Meeting.
    1.              Unless otherwise provided in the Articles of Incorporation, any action required by statute to be taken at any annual or special meeting of the shareholders, or any action which may be taken at any annual or special meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, or by electronic transmission setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take action at a meeting at which all shares entitled to vote thereon were present and voted.
    2.              Directors may be elected by written consent of the shareholders without a meeting only if the written consents of all outstanding shares entitled to vote are obtained, except that vacancies on the board (other than vacancies created by removal) not filled by the board may be filled by the written consent of the holders of a majority of the outstanding shares entitled to vote
    3.               Unless the consents of all shareholders entitled to vote have been solicited in writing, prompt notice will be given of any corporate action approved by shareholders without a meeting by less than unanimous consent, to those shareholders entitled to vote who have not consented in writing.  As to approvals required by California Corporations Code section 310 (transactions in which a director has a financial interest), section 317 (indemnification of corporate agents), section 1201 (corporate reorganization), or section 2007 (certain distributions on dissolution), notice of the approval will be given at least ten days before the consummation of any action authorized by the approval.  Notice will be given in the manner specified in section 7 and 8 of these Bylaws. 
16.            Record Date for Shareholder Notice of Meeting, Voting, and Giving Consents.
    1.              For purposes of determining the shareholders entitled to receive notice of and vote at a shareholders’ meeting or give written consent to corporate action without a meeting, the board may fix in advance a record date that is not more than 60 nor less than 10 days before the date of a shareholders’ meeting, or not more than 60 days before any other action.
    2.              If no record date is fixed:
       1.                The record date for determining shareholders entitled to receive notice of and vote at a shareholders’ meeting will be the business day next preceding the day on which notice is given, or, if notice is waived as provided in these Bylaws, the business day next preceding the day on which the meeting is held.
       2.              The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, if no prior action has been taken by the board, will be the day on which the first written consent is given.
       3.            The record date for determining shareholders for any other purpose will be as set forth in Section 40 of these bylaws.
    3.               A determination of shareholders of record entitled to receive notice of and vote at a shareholders’ meeting will apply to any adjournment of the meeting unless the board fixes a new record date for the adjourned meeting.  However, the board will fix a new record date if the adjournment is to a date more than 45 days after the date set for the original meeting.
    4.              Only shareholders of record on the corporation’s books at the close of business on the record date will be entitled to any of the notice and voting rights listed in subsection (a) of this section, notwithstanding any transfer of shares on the corporation’s books after the record date, except as otherwise required by law.
17.       Proxies. Every person entitled to vote for directors or on any other matter will have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation.  

A proxy will be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, electronic signature, or otherwise) by the shareholder or the shareholder’s attorney in fact.  A validly executed proxy that does not state that it is irrevocable will continue in full force and effect unless: (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by attendance at the meeting and voting in person by the person executing the proxy or by a subsequent proxy executed by the same person and presented at the meeting; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy will be valid after the expiration of 11 months from the date of the proxy, unless otherwise provided in the proxy.  The revocability of a proxy that states on its face that it is irrevocable will be governed by the provisions of the California Corporations Code sections 705(e) and 705(f).

18.            Inspectors of Election. Before any meeting of shareholders, the board of directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment.  If no inspectors of election are so appointed, the chair of the meeting may, and on the request of any shareholder or a shareholder’s proxy will, appoint inspectors of election at the meeting.  The number of inspectors will be either one or three.  If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting will determine whether one or three inspectors are to be appointed.  If any person appointed as inspector fails to appear or fails or refuses to act, the chair of the meeting may, and upon the request of any shareholder or a shareholder’s proxy will, appoint a person to fill that vacancy.

These inspectors will: (a) determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; (b) receive votes, ballots, or consents; (c) hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) count and tabulate all votes or consents; (e) determine when the polls will close; (f) determine the result; and (g) do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

19.            Organization.
    1.              At every meeting of shareholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the Chief Executive Officer, or, if the Chief Executive Officer is absent, a chairman of the meeting chosen by a majority in interest of the shareholders entitled to vote, present in person or by proxy, shall act as chairman.  The Secretary, or, in his or her absence, an Assistant Secretary directed to do so by the Chief Executive Officer, shall act as secretary of the meeting.
    2.              The Board of Directors shall be entitled to make such rules or regulations for the conduct of meetings of shareholders as it shall deem necessary, appropriate or convenient.  Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to shareholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot.  The date and time of the opening and closing of the polls for each matter upon which the shareholders will vote at the meeting shall be announced at the meeting.  Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of shareholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV

Directors

20.       Number and Term of Office. The authorized number of directors of the corporation shall be fixed by the Board of Directors from time to time. Directors need not be shareholders and/or residents of the state of incorporation unless so required by the Certificate of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient.
21.       Powers.  The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.
22.            Term of Directors.
    1.              Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, directors shall be elected at each annual meeting of shareholders to serve until the next annual meeting of shareholders and his or her successor is duly elected and qualified or until his or her death, resignation or removal.  No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
    2.              No person entitled to vote at an election for directors may cumulate votes to which such person is entitled, unless, at the time of such election, the corporation is subject to Section 2115(b) of the CGCL. During such time or times that the corporation is subject to Section 2115(b) of the CGCL, every shareholder entitled to vote at an election for directors may cumulate such shareholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such shareholder’s shares are otherwise entitled, or distribute the shareholder’s votes on the same principle among as many candidates as such shareholder thinks fit. No shareholder, however, shall be entitled to so cumulate such shareholder’s votes unless (i) the names of such candidate or candidates have been placed in nomination prior to the voting and (ii) the shareholder has given notice at the meeting, prior to the voting, of such shareholder’s intention to cumulate such shareholder’s votes.  If any shareholder has given proper notice to cumulate votes, all shareholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.
23.            Vacancies.
    1.              A vacancy in the board of directors will be deemed to exist:  (1) if a director dies, resigns, or is removed by the shareholders or an appropriate court, as provided in the California Corporations Code Section 303 or section 304; (2) if the board of directors declares vacant the office of a director who has been convicted of a felony or declared of unsound mind by an order of court; (3) if the authorized number of directors is increased; or (4) if at any shareholders’ meeting at which one or more directors are elected the shareholders fail to elect the full authorized number of directors to be voted for at that meeting.
    2.              Except for a vacancy caused by the removal of a director, vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by: (1) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Corporations Code section 307; or (2) a sole remaining director.
    3.               A vacancy on the board caused by the removal of a director may be filled only by the shareholders, except that a vacancy created when the board declares the office of a director vacant as provided in clause (2) of the first paragraph of this section of the bylaws may be filled by the board of directors.
    4.              The shareholders may elect a director at any time to fill a vacancy not filled by the board of directors.
    5.               The term of office of a director elected to fill a vacancy will run until the next annual meeting of the shareholders, and such a director will hold office until a successor is elected and qualified.
    6.               At any time or times that the corporation is subject to Section 2115(b) of the CGCL, if, after the filling of any vacancy, the directors then in office who have been elected by shareholders shall constitute less than a majority of the directors then in office, then

any holder or holders of an aggregate of five percent (5%) or more of the total number of shares at the time outstanding having the right to vote for those directors may call a special meeting of shareholders; or

the Superior Court of the proper county shall, upon application of such shareholder or shareholders, summarily order a special meeting of the shareholders, to be held to elect the entire board, all in accordance with Section 305(c) of the CGCL, the term of office of any director shall terminate upon that election of a successor.

24.       Resignation and Removal. 
    1.               Resignation. Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to the chair of the board, the president, the secretary, or the board of directors, such resignation to specify whether it will be effective at a particular time, upon receipt by the said individual(s),  or at the pleasure of the Board of Directors.  Unless otherwise specified in the notice, acceptance of the resignation is not necessary to make it effective.  Any resignation is without prejudice to the rights, if any, of the corporation to monetary damages under any contract of employment to which the officer is a party. If the resignation is effective at a future time, the board may elect a successor to take office when the resignation becomes effective.
    2.              Removal. Subject to any limitations imposed by applicable law, the Board of Directors or any director may be removed from office at any time (i) with cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporation entitled to vote generally at an election of directors or (ii) without cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporation, entitled to elect such director.
       1.                During such time or times that the corporation is subject to Section 2115(b) of the CGCL, the Board of Directors or any individual director may be removed from office at any time without cause by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote on such removal; provided, however, that unless the entire Board of Directors is removed, no individual director may be removed when the votes cast against such director’s removal, or not consenting in writing to such removal, would be sufficient to elect that director if voted cumulatively at an election in which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of such director’s most recent election were then being elected.

25.            Meetings
    1.              Regular Meetings.  Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may be held at least two times per year (the first Monday of July and the 3^rd Friday of October) at any place within or without the State of California which has been designated by the Board of Directors and publicized among all directors, either orally or in writing, including a voice-messaging system or other system designated to record and communicate messages, facsimile, or by electronic mail or other electronic means.  No further notice shall be required for a regular meeting of the Board of Directors.
    2.              Special Meetings.  Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of California whenever called by the Chairman of the Board of Directors, the Chief Executive Officer (if a director), the President (if a director), any vice president, the secretary or any two directors.
    3.               Meetings by Electronic Communications Equipment.  Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.
    4.              Notice of Special Meetings.  Special meetings will be held on 4 days’ notice by mail or 48 hours’ notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, electronic mail, or other electronic means.  Oral notice given personally or by telephone, or written notice given by electronic mail or facsimile, may be transmitted either to the director or to a person at the director’s office who can reasonably be expected to communicate it promptly to the director.  Written notice, if used, will be addressed to each director at the address shown on the corporation’s records.  The notice need not specify the purpose of the meeting, nor need it specify the place if the meeting is to be held at the principal executive office of the corporation.
    5.               Waiver of Notice.  The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present who did not receive notice shall sign a written waiver of notice or shall waive notice by electronic transmission.  All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.
26.            Quorum and Voting.
    1.              A majority of the authorized number of directors shall constitute a quorum of the board for the transaction of business.; provided, however, that such number shall never be less than one-third (1/3) of the total number of directors authorized except that when one director is authorized, then one director shall constitute a quorum. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present will be regarded as the act of the board of directors, subject to the provisions of Corporations Code section 310 (concerning approval of contracts or transactions in which a director has a direct or indirect material financial interest), section 311 (concerning appointment of committees), and section 317(e) (concerning indemnification of directors).  A meeting at which a quorum is initially present may continue to transact business, despite a withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
    2.              At any meeting, whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.  If the meeting is adjourned for more than 24 hours, notice of an adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment. Notice need not be given in any case to directors who were present at the time of adjournment.
    3.               At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.
27.       Action Without Meeting.  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
28.       Fees and Compensation.  Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.
29.       Organization.  At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the Chief Executive Officer (if a director), or if the Chief Executive Officer is not a director or is absent, the President (if a director), or if the President is not a director or is absent, the most senior Vice President (if a director) or, in the absence of any such person, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting.  The Secretary, or in his or her absence, any Assistant Secretary directed to do so by the Chief Executive Officer or President, shall act as secretary of the meeting.

ARTICLE V

COMMITTIEES

30.            Committees.
    1.              Executive Committee.  The Board of Directors may appoint an Executive Committee to consist of one (1) or more members of the Board of Directors.  The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the shareholders, any action or matter expressly required by the CGCL to be submitted to shareholders for approval, or (ii) adopting, amending or repealing any bylaw of the corporation; (iii) filling vacancies on the board of directors or any committee of the board; (iv)  Adopting, amending, or repealing bylaws; or (v) Appointing other committees of the board or their members. 
    2.              Other Committees.  The Board of Directors may, from time to time, appoint such other committees as may be permitted by law.  Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.
    3.               Term.  The Board of Directors, subject to any requirements of any outstanding series of Preferred Stock and the provisions of paragraphs (a) or (b) of this Section may at any time increase or decrease the number of members of a committee or terminate the existence of a committee.  The membership of a committee member shall terminate on the date of his or her death or voluntary resignation from the committee or from the Board of Directors.  The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.
    4.              Meetings and Actions of Committees.  Meetings and action of committees will be governed by, and held and taken in accordance with, bylaw provisions applicable to meetings and actions of the board of directors in regard to the following matters: place of meetings, regular meetings, special meetings and notice, quorum, waiver of notice, adjournment, notice of adjournment, and action without meeting, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that; (1) the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee and (2) special meetings of committees may also be called by resolution of the board of directors. The board of directors may adopt rules for the governance of any committee not inconsistent with these bylaws.

ARTICLE VI

Officers

31.       Officers Designated.  The officers of the corporation shall include, if and when designated by the Board of Directors, the Chief Executive Officer, the Chairperson, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer and the Controller, all of whom shall be elected or appointed from time to time by the Board of Directors.  The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary.  The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate.  Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law.  The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.
32.            Tenure and Duties of Officers.
    1.              General.  All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected or appointed and qualified, unless sooner removed.  Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors.  If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors, or by the Chief Executive Officer or other officer if so authorized by the Board of Directors.
    2.              Duties of Chairman of the Board of Directors.  The Chairman of the Board of Directors, when present, shall preside at all meetings of the shareholders and the Board of Directors.  The Chairman of the Board of Directors shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.  If there is no Chief Executive Officer and no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in paragraph (c) of this Section.
    3.               Duties of Chief Executive Officer.  The Chief Executive Officer shall preside at all meetings of the shareholders and (if a director) at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present.  The Chief Executive Officer shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation.  The Chief Executive Officer shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.
    4.              Duties of President.  In the absence or disability of the Chief Executive Officer or if the office of Chief Executive Officer is vacant, the President shall preside at all meetings of the shareholders and (if a director) at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present.  If the office of Chief Executive Officer is vacant, the President shall be the chief executive officer of the corporation (including for purposes of any reference to Chief Executive Officer in these Bylaws) and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The President shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.
    5.               Duties of Vice Presidents.  The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant.  The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.
    6.               Duties of Secretary.  The Secretary shall attend all meetings of the shareholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the shareholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties provided for in these Bylaws and other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.  The Chief Executive Officer may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.    

The secretary will keep, or cause to be kept, at the principal executive office or such other place as designated by the board of directors, a book of minutes of all meetings and actions of the shareholders, of the board of directors, and of committees of the board.  The minutes of each meeting will state the time and place the meeting was held; whether it was regular or special; if special, how it was called or authorized; the names of directors present at board or committee meetings; the number of shares present or represented at shareholders’ meetings; an accurate account of the proceedings; and when it was adjourned. 

Record of Shareholders. The secretary will keep, or cause to be kept, at the principal executive office or at the office of the transfer agent or registrar, a record or duplicate record of shareholders.  This record will show the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of share certificates issued to each shareholder, and the number and date of cancellation of any certificates surrendered for cancellation.

7.              Duties of Chief Financial Officer.  The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the Chief Executive Officer.  The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation.  The Chief Financial Officer shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.  The Chief Executive Officer may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time. 

Unless the board of directors has elected a separate treasurer, the chief financial officer will be deemed to be the treasurer for purposes of giving any reports or executing any certificates or other documents.

33.       Delegation of Authority.  The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.
34.       Resignation and removal
    1.              Resignation. Any officer may resign at any time by giving notice in writing or by electronic transmission notice to the Board of Directors or to the Chief Executive Officer or to the President or to the Secretary.  Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time.  Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective.  Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.
    2.              Removal. Any officer chosen by the board of directors may be removed at any time, with or without cause or notice, by the board of directors by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written or electronic consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VII

Execution Of Corporate Instruments

35.       Execution of Corporate Instruments.  The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.  All checks and drafts drawn on banks or other depositaries of funds to the credit of the corporation or on special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.  Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

ARTICLE VIII

Voting Of Securities Owned By The Corporation

36.       Voting of Securities Owned by the Corporation.  All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.

ARTICLE IX

Shares Of Stock

37.       Form and Execution of Certificates. The shares of the corporation shall be represented by certificates or shall be uncertificated.  Certificates for the shares of stock, if any, of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law.  Every holder of shares of stock in the corporation represented by certificate shall be entitled to have a certificate signed by or in the name of the corporation by, any two authorized officers of the corporation, (1) the Chief Executive Officer, the chairperson or vice chairperson of the board or the president or a vice president and (2) by the chief financial officer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares owned by him or her in the corporation.  Any or all of the signatures on the certificate may be facsimiles.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.
38.       Lost Certificates.  A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed.  The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or the owner’s legal representative, to agree to indemnify the corporation in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

ARTICLE X

RESTRICTIONS ON TRANSFER

39.            Restrictions on Transfer.
    1.               No holder of any of the shares of stock of the corporation may sell, transfer, assign, pledge, or otherwise dispose of or encumber any of the shares of stock of the corporation or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise (each, a “Transfer”) if, as determined by the Board of Directors:  (i) such Transfer to individuals, companies or any other form of entity identified by the corporation is a potential competitor or considered by the corporation to be unfriendly; or (ii) such Transfer increases the risk of the corporation having a class of security held of record by two thousand (2,000) or more persons, or five hundred (500) or more persons who are not accredited investors (as such term is defined by the SEC), as described in Section 12(g) of the 1934 Act and any related regulations, or otherwise requiring the corporation to register any class of securities under the 1934 Act; or (iii) such Transfer would result in the loss of any federal or state securities law exemption relied upon by the corporation in connection with the initial issuance of such shares or the issuance of any other securities; or (iv) such Transfer is facilitated in any manner by any public posting, message board, trading portal, internet site, or similar method of communication, including without limitation any trading portal or internet site intended to facilitate secondary transfers of securities; or (v) such Transfer is to be effected in a brokered transaction; or (vi) such Transfer represents a Transfer of less than all of the shares then held by the shareholder and its affiliates or is to be made to more than a single transferee.
    2.              If a shareholder desires to Transfer any shares, then the shareholder shall first give written notice thereof to the corporation.  The notice shall name the proposed transferee and state the number of shares to be transferred, the proposed consideration, and all other terms and conditions of the proposed transfer.  Any shares proposed to be transferred to which Transfer the corporation has consented pursuant to paragraph (a) of this Section will first be subject to the corporation’s right of first refusal located in Section 46 of these Bylaws.
    3.               Any Transfer, or purported Transfer, of shares not made in strict compliance with this Section shall be null and void, shall not be recorded on the books of the corporation and shall not be recognized by the corporation. 
    4.              The foregoing restriction on Transfer shall terminate upon the date securities of the corporation are first offered to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act of 1933, as amended (the “1933 Act”).
    5.               The certificates representing shares of stock of the corporation shall bear on their face the following legend so long as the foregoing Transfer restrictions are in effect:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A TRANSFER RESTRICTION, AS PROVIDED IN THE BYLAWS OF THE CORPORATION.”

40.            Record Date for Purposes other Than Notice and Voting. 
    1.              For purposes of determining the shareholders entitled to receive payment of dividends or other distributions or allotment of rights, or entitled to exercise any rights in respect of any other lawful action (other than voting at and receiving notice of shareholders’ meetings and giving written consent of the shareholders without a meeting), the board of directors may fix in advance a record date, which will be not more than 60 nor less than 10 days before the date of the dividend payment, distribution, allotment, or other action.  If a record date is so fixed, only shareholders of record at the close of business on that date will be entitled to receive the dividend, distribution, or allotment of rights, or to exercise the other rights, as the case may be, despite any transfer of shares on the corporation’s books after the record date, except as otherwise provided by statute.
    2.              If the board of directors does not so fix a record date in advance, the record date will be at the close of business on the later of: (1) the day on which the board of directors adopts the applicable resolution; or (2) the 60th day before the date of the dividend payment, distribution, allotment of rights, or other action.
41.       Registered Shareholders.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of California.

ARTICLE XI

Other Securities Of The Corporation

42.       Execution of Other Securities.  All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 34 of these Bylaws), may be signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons.  Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person.  In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE XII

Dividends

43.       Declaration of Dividends.  Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.
44.       Dividend Reserve.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE XIII

indemnification

45.       Indemnification of Directors, Executive Officers, Employees and Other Agents.
    1.              Directors and Executive Officers.  The corporation shall indemnify its directors and executive officers (for the purposes of this Article, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 1934 Act) to the fullest extent permitted by the California General Corporate Law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the CGCL or any other applicable law or (iv) such indemnification is required to be made under paragraph (d) of this Section.
    2.              Other Officers, Employees and Other Agents.  The corporation shall have power to indemnify its other officers, employees and other agents as set forth in the CGCL or any other applicable law.  The Board of Directors shall have the power to delegate the determination of whether indemnification shall be given to any such person except executive officers to such officers or other persons as the Board of Directors shall determine.
    3.               Expenses. Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay that amount if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this section. 
    4.              No indemnification shall be made under this subdivision for any of the following:
       1.                In respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation in the performance of that person’s duty to the corporation and its shareholders, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine.
       2.              Of amounts paid in settling or otherwise disposing of a pending action without court approval.
       3.            Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.
    5.               Non-Exclusivity of Rights.  The indemnification authorized by this section shall not be deemed exclusive of any additional rights to indemnification for breach of duty to the corporation and its shareholders while acting in the capacity of a director or officer of the corporation to the extent the additional rights to indemnification are authorized in an article provision adopted pursuant to paragraph (11) of subdivision (a) of Section 204.

6.               Survival of Rights.  The rights conferred on any person by this Section shall continue as to a person who has ceased to be a director or executive officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
7.              Insurance.  To the fullest extent permitted by the CGCL, or any other applicable law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Section.
8.              Amendments.  Any repeal or modification of this Section shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.
9.                Saving Clause.  If this Section or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and executive officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.  If this Section shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the corporation shall indemnify each director and executive officer to the full extent under applicable law.
10.               Certain Definitions.  For the purposes of this Section, the following definitions shall apply:
    1.                The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.
    2.              The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.
    3.            The term the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.
    4.            References to a “director,” “executive officer,” “officer,” “employee,” or “agent” of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.
    5.              References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Section.

ARTICLE XIV
 

Right Of First Refusal

46.            Right of First Refusal.  No shareholder shall Transfer any of the shares of stock of the corporation, except by a Transfer which meets the requirements set forth in Section 39 and below:
    1.              If the shareholder desires to Transfer any of his shares of stock, then the shareholder shall first give the notice specified in Section 39 (b) of these Bylaws and comply with the provisions therein. 
    2.              For thirty (30) days following receipt of such notice, the corporation shall have the option to purchase of the shares specified in the notice at the price and upon the terms set forth in such notice; provided, however, that, with the consent of the shareholder, the corporation shall have the option to purchase a lesser portion of the shares specified in said notice at the price and upon the terms set forth therein.  In the event of a gift, property settlement or other Transfer in which the proposed transferee is not paying the full price for the shares, and that is not otherwise exempted from the provisions of this Section, the price shall be deemed to be the fair market value of the stock at such time as determined in good faith by the Board of Directors.  In the event the corporation elects to purchase all of the shares or, with consent of the shareholder, a lesser portion of the shares, it shall give written notice to the transferring shareholder of its election and settlement for said shares shall be made as provided below in paragraph (d) of this Section.
    3.               The corporation may assign its rights hereunder.
    4.              In the event the corporation and/or its assignee(s) elect to acquire any of the shares of the transferring shareholder as specified in said transferring shareholder’s notice, the Secretary of the corporation shall so notify the transferring shareholder and settlement thereof shall be made in cash within thirty (30) days after the Secretary of the corporation receives said transferring shareholder’s notice; provided that if the terms of payment set forth in said transferring shareholder’s notice were other than cash against delivery, the corporation and/or its assignee(s) shall pay for said shares on the same terms and conditions set forth in said transferring shareholder’s notice.
    5.               In the event the corporation and/or its assignees(s) do not elect to acquire all of the shares specified in the transferring shareholder’s notice, said transferring shareholder may, subject to the corporation’s approval and all other restrictions on Transfer located in Section 39 of these Bylaws, within the sixty-day period following the expiration or waiver of the option rights granted to the corporation and/or its assignees(s) herein, Transfer the shares specified in said transferring shareholder’s notice which were not acquired by the corporation and/or its assignees(s) as specified in said transferring shareholder’s notice.  All shares so sold by said transferring shareholder shall continue to be subject to the provisions of this bylaw in the same manner as before said Transfer.
    6.               Anything to the contrary contained herein notwithstanding, the following transactions shall be exempt from the right of first refusal in paragraph (a) of this Section:
       1.                A shareholder’s Transfer of any or all shares held either during such shareholder’s lifetime or on death by will or intestacy to such shareholder’s immediate family or to any custodian or trustee for the account of such shareholder or such shareholder’s immediate family or to any limited partnership or limited liability company of which the shareholder, members of such shareholder’s immediate family or any trust for the account of such shareholder or such shareholder’s immediate family will be the general or limited partner(s) of such partnership or the controlling member(s) of such limited liability company. “Immediate family” as used herein shall mean spouse, lineal descendant, father, mother, brother, or sister of the shareholder making such Transfer;
       2.              A shareholder’s bona fide pledge or mortgage of any shares with a commercial lending institution, provided that any subsequent Transfer of said shares by said institution shall be conducted in the manner set forth in this bylaw;
       3.            A shareholder’s Transfer of any or all of such shareholder’s shares to the corporation or to any other shareholder of the corporation;
       4.            A shareholder’s Transfer of any or all of such shareholder’s shares to a person who, at the time of such Transfer, is an officer or director of the corporation;
       5.              A corporate shareholder’s Transfer of any or all of its shares pursuant to and in accordance with the terms of any merger, consolidation, reclassification of shares or capital reorganization of the corporate shareholder, or pursuant to a sale of all or substantially all of the stock or assets of a corporate shareholder;
       6.            A corporate shareholder’s Transfer of any or all of its shares to any or all of its shareholders; or
       7.          A Transfer by a shareholder which is a limited or general partnership to any or all of its partners or former partners in accordance with partnership interests.

In any such case, the transferee, assignee, or other recipient shall receive and hold such stock subject to the provisions of this Section and the transfer restrictions in Section 39, and there shall be no further Transfer of such stock except in accord with this Section and the transfer restrictions in Section 39.

7.              The provisions of this bylaw may be waived with respect to any Transfer either by the corporation, upon duly authorized action of its Board of Directors, or by the shareholders, upon the express written consent of the owners of a majority of the voting power of the corporation (excluding the votes represented by those shares to be transferred by the transferring shareholder).   This bylaw may be amended or repealed either by a duly authorized action of the Board of Directors or by the shareholders, upon the express written consent of the owners of a majority of the voting power of the corporation.
8.              Any Transfer, or purported Transfer, of securities of the corporation shall be null and void unless the terms, conditions, and provisions of this bylaw are strictly observed and followed.
9.                The foregoing right of first refusal shall terminate upon the date securities of the corporation are first offered to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act of 1933, as amended.
10.               The certificates representing shares of stock of the corporation shall bear on their face the following legend so long as the foregoing right of first refusal remains in effect:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION AND/OR ITS ASSIGNEE(S), AS PROVIDED IN THE BYLAWS OF THE CORPORATION.”

11.              To the extent this Section conflicts with any written agreements between the Company and the shareholder attempting to Transfer shares, such agreement shall control.

ARTICLE XV

COMPULSORY TRANSFER

47.       Compulsory Transfer. The purpose of the compulsory transfer of the shares is to ensure that the shares in the corporation remain with the founder(s) and the current employees of the corporation. Therefore, the provisions for the “good leaver” and “bad leaver” are as follows: 
    1.              Shareholder will be deemed as good leaver and will be considered if the shareholder of the corporation:
       1.                Dies;
       2.              Retires;
       3.            Becomes disable.
    2.              For the purposes of Section 47(a), the shareholder will be deemed to have given notice to the corporation and other shareholders on the day the event occurred. 
    3.               Shareholder will be deemed as a bad leaver upon occurrence of any of the events defined in section 47 (c) (i) to (x). In case of a bad leaver, the corporation shall have the right to purchase, and the bad leaver shall be obliged to sell, all, but not less than all, of the shares of the corporation owned by the bad leaver at that time. This right shall be exercised if the bad leaver:
       1.                Commits persistent breaches of these Bylaws;
       2.              breaches of the director's service agreement, employment contract or shareholders agreement;
       3.            is also a director, officer or employee and his/her directorship/duties or employment is terminated due to dishonesty, gross misconduct or neglect, fraud or illegal activities or any other ground for summary dismissal which is not constructive or unfair;
       4.            exceeds limits of his/her authority;
       5.              is disqualified as a director/officer;
       6.            failures to achieve targets specified in the shareholder’s employment agreement before voluntarily leaving position;
       7.          is dismissed by the corporation because the shareholder has failed to meet certain performance expectations;
       8.        resigns within an initial minimum period of 24 months after the incorporation of the corporation for any reason whatsoever;
       9.            is officer and/or director and is absent from his/her position for 30 working days, excluding Saturday, Sunday and public holidays , in two consecutive months; provided, however, such absence is not the result of removal of officer and/or director from his/her position by the board of director or such absence is caused by the medical treatment or serious illness. 
       10.              intentionally or in a grossly negligent manner breaches an obligation under the articles of association/bylaws of the corporation, rules of procedures or the policies of the company. Actions that are deemed to be gross misconduct and therefore justify summary dismissal are deemed to be serious violations of acceptable workplace conduct. The gross misconduct includes but is not limited to:
           1. actions against the business such as theft, vandalism, sabotage, and fraud;
           2. actions against employees and related persons such as physical violence, bullying and intimidation, indecent behavior, and sexist or racist abuse;
           3. actions that endanger the business, such as gross negligence, serious breaches of health and safety, bribery and other illegal activity;
           4. actions that employment impossible, including gross insubordination and intoxication (any drugs including alcohol); other actions that are deemed to break the implied trust and confidentiality between Officer/Employee/Shareholder and employer may also be gross conduct. 
    4.              For the purposes of Section 47(c), the shareholder will be deemed to have given notice of the occurrence of an event specified in subsection c to the corporation and other shareholders on the day the event occurred. 
    5.               The price to be paid for each share to be purchased in accordance with the good leaver notice shall be the fair market value.
    6.               The price to be paid for each share to be purchased in accordance with the bad leaver notice shall be the nominal value. The nominal value for this section shall mean the value that has been paid originally for the shares.

(g) Payment for the shares to be purchased hereunder shall be made in cash within 30 days of the date of notice.

ARTICLE XVI

Notices

48.       Notices to Person with Whom Communication is Unlawful.  Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person.  Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.  In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the CGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

ARTICLE XVII

Amendments

49.       Amendments.  The Board of Directors is expressly empowered to adopt, amend or repeal Bylaws of the corporation.  The shareholders shall also have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by the Certificate of Incorporation, such action by shareholders shall require the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class.

ARTICLE XVIII

FISCAL YEAR 

50.       Fiscal Year.  The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XIX

Loans To Officers

51.       Loans to Officers.  Except as otherwise prohibited under applicable law, the corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.  Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

ARTICLE XX

Miscellaneous

52.            Annual Report.
    1.              Subject to the provisions of paragraph (b) of this Section, during such time or times that the corporation is subject to Section 1501 of the CGCL, the Board of Directors shall cause an annual report to be sent to each shareholder of the corporation not later than one hundred twenty (120) days after the close of the corporation’s fiscal year.  This report will be sent at least 15 days (if third-class mail is used, 35 days) before the annual meeting of shareholders to be held during the next fiscal year and in the manner specified for giving notice to shareholders in section 7 of these bylaws. Such report shall include a balance sheet as of the end of such fiscal year and an income statement and a statement of cashflows for that fiscal year, accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.  When there are more than 100 shareholders of record of the corporation’s shares, as determined by Section 605 of the CGCL, additional information as required by Section 1501(b) of the CGCL shall also be contained in such report, provided that if the corporation has a class of securities registered under Section 12 of the 1934 Act, the 1934 Act shall take precedence.  Such report shall be sent to shareholders at least fifteen (15) days prior to the next annual meeting of shareholders after the end of the fiscal year to which it relates.
    2.              If and so long as there are fewer than one hundred (100) holders of record of the corporation’s shares, the requirement of sending of an annual report to the shareholders of the corporation is hereby expressly waived.
53.       Forum.  Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of California shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s shareholders; (iii) any action asserting a claim against the corporation or any director or officer or other employee of the corporation arising pursuant to any provision of the CGCL, the certificate of incorporation or the Bylaws of the corporation; or (iv) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine.
54.            Construction and Definitions.
    1.              Unless the context requires otherwise, the general provisions, rules of construction, and definitions in California Corporations Code sections 1-195 govern the construction of these bylaws.  Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.
    2.              Unless otherwise provided in these bylaws, and subject to any guidelines and procedures that the board may adopt from time to time, the terms “written” and “in writing” as used in these bylaws include any form of recorded message in the English language capable of comprehension by ordinary visual means and may include electronic transmissions such as facsimile or e-mail provided that: (i) for electronic transmissions from this corporation, this corporation has obtained an unrevoked written consent from the recipient to the use of those means of communication; (ii) for electronic transmissions to this corporation, this corporation has in effect reasonable measures to verify that the sender is the individual purporting to have sent the transmission; and (iii) the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form.

CERTIFICATE OF ADOPTION OF

THE BYLAWS OF

NDB INC.

I hereby certify that:

I am the duly elected President of NDB Inc, a California corporation (the “Corporation”).

The attached Bylaws constitute the Bylaws of the Corporation as duly adopted by the majority shareholders of the Corporation on October 28, 2020.

IN WITNESS WHEREOF, I have hereunder subscribed my name this 28th of October 2020.

 /s/ Nima Golsharifi

Nima Golsharifi, President

EX1A-3 HLDRS RTS

THE BOARD OF DIRECTORS CONFIRMATION ON
THE INSTRUMENT DEFINING THE RIGHTS OF
SHAREHOLDERS OF 
NDB INC.

September 30, 2021

In accordance with the California Corporations Code and the Bylaws of NDB Inc. (the “Corporation”), the undersigned, constituting all of the members of the Board of Directors of the Corporation (the “Board”), hereby adopt the following recitals and resolutions confirming the designation and number of shares, the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions, of the shares of common stock, as follows:

RESOLVED, that the Corporation is offering up to 7,000,000 shares (the “Shares”) of the Common Stock, at a purchase price of $4.35 per Share to be sold pursuant to Regulation A (Regulation A+) under the Securities Act of 1933 (the “Offering”). The instrument defining the rights of shareholding under this offering is a common stock certificate as attached in Annex A below.

CONFIRMED, that in accordance with Section 37 of the bylaws of the Corporation, the shares of the corporation shall be represented by certificates or shall be uncertificated.  Certificates for the shares of stock, if any, of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law.  Every holder of shares of stock in the corporation represented by certificate shall be entitled to have a certificate signed by or in the name of the corporation by, any two authorized officers of the corporation, (1) the Chief Executive Officer, the chairperson or vice chairperson of the board or the president or a vice president and (2) by the chief financial officer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares owned by him or her in the corporation. Any or all of the signatures on the certificate may be facsimiles.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.

FURTHER CONFIRMED, that each common stock offered under this Offering has the voting and other powers, preferences and relative, participating, or other rights, and the qualifications, limitations and restrictions as stipulated in the bylaws of the Company as amended attached to the Offering Circular as Exhibit 2B.

[Signature Page Follows]

This resolution may be signed in one or more counterparts, each of which shall be deemed an original and all of which will constitute one instrument. This 1resolution was executed as of date first set forth above.

/s/ Nima Golsharifi
Nima Golsharifi, Director

/s/ Giorgi Gogokhia
Giorgi Gogokhia, Director

/s/ Fahimeh Golsharifi
Fahimeh Golsharifi, Director

Annex A
Common Stock Certificate

EX1A-3 HLDRS RTS

NDB INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA
 

This certifies that Ms. John Smith is stock holder of xxxxx xxxxx xxxxxxxxx xxxxxx xxxxxxxx (xxx,xxx,xxx) fully paid and non-assessable shares of Common Shares Stock, par value $XX.XX, of NDB INC., hereinafter designated the "Corporation", transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of the certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Certificate of Incorporation and the bylaws of the Corporation, to all of which each holder, by acceptance hereof, assents, and agrees to be bound.

A statement of the rights, preferences, privileges and restrictions granted to or imposed upon each class or series of shares of stock of the Corporation authorized to be issued and upon the holders thereof as established by the Certificate of Incorporation or by any certificate of amendment may be obtained by any stockholder upon request and without charge at the principal office of the Corporation. TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE RESTRICTED. SEE LEGENDS ON REVERSE SIDE.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers, effective as of MMM DD, YYYY.

Nima Golsharifi, President                                                            Giorgi Gogokhia, Secretary

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1993.

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BETRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH AND MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY AT NO CHARGE.

EX1A-4 SUBS AGMT

NDB, INC.

SUBSCRIPTION AGREEMENT

NOTICE TO SUBSCRIBER

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, SUBSCRIBERS MUST UNDERSTAND THAT THE MARKET FOR SUCH INVESTMENT MAY BE LIMITED AND SPORADIC AND IS EXPECTED TO CONTINUE TO BE LIMITED AND SPORADIC FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET CURRENTLY EXISTS FOR THE SECURITIES. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. 

ALTHOUGH AN OFFERING CIRCULAR ON FORM 1-A FOR A REGULATION A, TIER 2 OFFERING HAS BEEN FILED AND QUALIFIED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT.

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE CORPORATION’S WEBSITE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

SUBSCRIBERS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST. THE CORPORATION IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. 

PROSPECTIVE SUBSCRIBERS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS AVAILABLE ON THE CORPORATION’S WEBSITE OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE CORPORATION OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, SUBSCRIBERS MUST RELY ON THEIR OWN EXAMINATION OF THE CORPORATION AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE SUBSCRIBER SHOULD CONSULT THE SUBSCRIBER’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE SUBSCRIBER’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE CORPORATION, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE CORPORATION’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE CORPORATION’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. SUBSCRIBER ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE CORPORATION DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE CORPORATION MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.

THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE CORPORATION SOLELY FOR THE USE BY PROSPECTIVE SUBSCRIBER IN CONNECTION WITH THIS OFFERING. NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE CORPORATION.

THE CORPORATION RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE SUBSCRIBER LESS THAN THE AMOUNT OF SECURITIES SUCH SUBSCRIBER DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THAT DATE.

EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THAT DATE.

THE CORPORATION ENCOURAGES YOU TO READ THE ENTIRE OFFERING CIRCULAR PRIOR TO INVESTING.

NDB INC.

SUBSCRIPTION AGREEMENT

This Subscription Agreement (the “Agreement”) is made as of [_________,202_] by and between NDB Inc., a California corporation (the “Corporation”) and [Title, Name, Surname] (“Subscriber”),

WHEREAS, subject to the terms and conditions of this Agreement, the Subscriber wishes to irrevocably subscribe for and purchase (subject to acceptance of such subscription by the Corporation) of shares (the “Shares”) of Common Stock, par value $4,35 per share (“Common Stock”) of the Corporation, offered pursuant to the Offering Circular incorporated in the Corporation’s Form 1-A filed and qualified with the SEC effective [_________,202_].  

The rights of Common Stock are as set forth in the Articles of Incorporation and Bylaws included in the Exhibits to the Offering Statement of the Corporation filed with the SEC (the “Offering Statement”). 

The Corporation may accept subscriptions until [_________,202_], unless otherwise extended, terminated, or cancelled by the Corporation in its sole discretion in accordance with applicable SEC regulations.

Certain capitalized terms used below are defined in the terms and conditions set forth in Exhibit A attached to this Agreement, which is incorporated by reference.

Total Shares purchased: [Number of shares] shares of Common Stock of the Corporation      

Purchase Price per share: $4.35

Total Purchase Price: $0.00

Form of Payment: Cash: $0.00

Maximum aggregate number 

of shares sold: 7,000,000 (the Maximum Amount)

Closing Date: [MM/DD/YYYY]

[Remainder of page intentionally left blank]

Additional Terms/Acknowledgements: The Subscriber acknowledges receipt of, and understands and agrees to, this Agreement, including the terms and conditions set forth in Exhibits A, B and C attached to this Agreement, which are incorporated by reference.

Corporation:

NDB Inc.

By: ________________________________________

Title:        Dr. Nima Golsharifi

Address: 50 California Street
                  Suite 1500
                  San Francisco, California 94111
                  USA

Subscriber:

[TITLE NAME SURNAME]

(Signature)

Title: 

Address:

Description of entity (if applicable):

SAME OF PERSON SIGNING ON BEHALF OF THE SUBSCRIBER:

[TITLE NAME SURNAME]

(Signature)

Address:

Telephone:  

E-mail:  

U.S. Taxpayer Identification Number (if applicable): 

Exhibit A

Terms and Conditions Incorporated into

Subscription Agreement

1. Purchase and Sale of Shares. 

(a) Subscriber agrees to purchase from the Corporation, and the Corporation agrees to sell to Subscriber, the number shares of Common Stock set forth on the signature page to this Agreement for the consideration set forth in the signature page to this Agreement. The total Purchase Price for the Shares of Stock to be paid by the Subscriber to the Seller at the Closing, shall be the price set forth in the signature page to this Agreement. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (United States Dollars). 

(b) Subscriber understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated on the 30^th of September 2021 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on the 30^th of September 2021 and qualified by the SEC on [__________,202_] (collectively, the “Offering Circular”). By subscribing to the Offering, the Subscriber acknowledges that Subscriber has received and reviewed a copy of the Offering Circular and any other information required by Subscriber to make an investment decision with respect to the Shares.

(c) The Corporation has the right to reject this subscription in whole or in part for any reason or for no reason. Therefore, the Corporation, at its sole discretion, may allocate to Subscriber only a portion of the number of Shares Subscriber has subscribed for hereunder. The Corporation will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. The Subscriber may not cancel, terminate, or revoke this Agreement, which, in the case of an individual, shall survive the Subscriber’s death or disability and shall be binding upon the Subscriber and the Subscriber’s heirs, trustees, beneficiaries, executors, personal or legal administrators or representatives, successors, transferees and assigns.

(d) In the event that this subscription is rejected in full or the Offering is cancelled, payment made by the Subscriber for the Shares will be refunded to the Subscriber without interest and without deduction, and all of the obligations of the Subscriber hereunder shall terminate. To the extent that this subscription is rejected in part, the Corporation shall refund to the Subscriber any payment made by the Subscriber to the Corporation with respect to the rejected portion of this subscription, without interest and without deduction, and all of the obligations of Subscriber hereunder shall remain in full force and effect except for those obligations with respect to the rejected portion of this subscription, which shall terminate.

(e) Once the Subscriber makes a funding commitment to purchase Shares, it is irrevocable until the Subscriber’s Shares are issued, the subscription is rejected by the Corporation, or the Corporation otherwise determines not to consummate the transactions contemplated by this Agreement.

(f) Subscriber agrees to furnish to the Corporation all information that the Corporation has requested in this Agreement (and in the Prospective Investor Questionnaire attached as Exhibit B hereto and forming a part of this Agreement).

2. Payment and Delivery.

Subscriber understands and agrees that this subscription is made subject to the following terms and conditions:

(a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to "NDB, Inc.", ACH debit transfer, or wire transfer in accordance with the instructions set forth on Exhibit C hereto.

(b) Payment of the Purchase Price shall be received by NDB Inc. (the "Agent") from Subscriber.

(c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Corporation and the consideration set forth in the signature page of this Agreement is received on the Corporations’ nominated bank account set forth on Exhibit C hereto. 

(d) Upon acceptance of this subscription by the Corporation, the Subscriber will become a shareholder of the Corporation as a holder of Common Stock.

(e) The Subscriber shall receive notice and evidence of the digital entry of the number of the Shares owned by undersigned reflected on the books and records of the Corporation and verified by [xx/xx/202x], (the “Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

3. Representation and Warranties of Subscriber. 

As an inducement to the Corporation to enter into this Agreement and to issue and sell the Common Stock and consummate the other transactions contemplated hereby, Subscriber hereby represents and warrants, severally and not jointly, to the Corporation as follows:

(a) The information that the Subscriber has furnished herein, including, without limitation, any information furnished by the Subscriber to the Corporation regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”), and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Corporation accepts this subscription. Further, the Subscriber shall immediately notify the Corporation of any change in any statement made herein prior to the Subscriber’s receipt of the Corporation’s acceptance of this subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber herein may be fully relied upon by the Corporation and by any investigating party relying on them. 

(b) The Subscriber (a) is an “accredited investor” as that term is defined in Rule 501 under Regulation D, or (b) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s (i) annual income or net worth (for natural persons), or (ii) revenue or net assets at the most recent fiscal year-end (for non-natural persons). 

(c) The Subscriber agrees to provide to the Corporation any additional documentation the Corporation may reasonably request, including, any documentation as may be required by the Corporation to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act.

(d) The Subscriber is aware of the Corporation’s business affairs and financial condition and has acquired sufficient information about the Corporation to reach an informed and knowledgeable decision to acquire the Shares. Subscriber is purchasing the Shares for investment for Subscriber’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Act”).

(e) The Subscriber understands that no state or federal authority in the United States or authority outside the United States has scrutinized the terms of this Agreement or the Shares offered pursuant hereto, has made any finding or determination relating to the fairness of an investment of the Shares, or has recommended or endorsed the Shares, and that the Shares have not been registered under the Act or any state securities laws, in reliance upon exemptions from registration thereunder.

(f) Subscriber understands that the Shares have not been registered under the Securities Act. Subscriber also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Agreement. Subscriber is purchasing the Shares for Subscriber’s own account. Subscriber has received and reviewed this Agreement, the Offering Circular and the Operating Agreement. Subscriber and/or Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by the Corporation or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with the Offering to evaluate the merits and risks of an investment, to make an informed investment decision and to protect Subscriber’s own interests in connection with an investment in the Shares. 

(g) The Subscriber further warrants and represents that Subscriber has either (i) preexisting personal or business relationships, with the Corporation or any of its officers, directors or controlling persons, or (ii) the capacity to protect Subscriber’s own interests in connection with the purchase of the Shares by virtue of the business or financial expertise of Subscriber or of professional advisors to Subscriber who are unaffiliated with and who are not compensated by the Corporation or any of its affiliates, directly or indirectly.

(h) The Subscriber acknowledges and agrees that in making the decision to subscribe the Common Stock under this Agreement, Subscriber has not relied on any statement, whether written or oral, regarding the subject matter of this Agreement, except as expressly provided in the Offering Circular, this Agreement and in the attachments and exhibits to this Agreement, or as the Subscriber has otherwise requested from the Corporation in writing, and without receiving any representations or warranties from the Corporation or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any independent investigation made by the Subscriber or the Subscriber’s advisors. 

(i) The Subscriber acknowledges that Subscriber has read all tax related sections and further acknowledges Subscriber has had an opportunity to consult Subscriber’s own Tax, Legal and Financial Advisors regarding the purchase of Common Stock under this Agreement.

(j) If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), the Subscriber has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares.  The Subscriber’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

(k) The Subscriber, if an entity, is, and shall at all times while it holds Common Stock remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States (or non-U.S. country) of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is at least eighteen (18) years old or of legal age in the relevant jurisdiction, and competent to enter into a contractual obligation. 

(l) The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Corporation, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms.

(m) The Subscriber is able to bear the economic risk of this investment and, without limiting the generality of the foregoing, is able to hold this investment for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in the Corporation.

(n) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the performance of the obligations hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s subscription, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence.

(o) All information provided by the Subscriber in this Agreement is accurate. The Subscriber agrees to keep the Corporation informed of any change in the Subscriber’s information given to the Corporation under this Agreement. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the address provided to the Corporation on the signature page hereto. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction.

(p) The Corporation may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with Anti-Money Laundering laws or regulations, including, but not limited to, segregation and/or redemption of the Subscriber’s interest in the Shares. The Subscriber agrees to provide any and all documentation requested by the Corporation to ensure compliance with Anti-Money Laundering laws or regulations.

(q) The Corporation’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). Subscriber hereby represents, covenants, and agrees that, to the best of Subscriber’s knowledge based on reasonable investigation:

(i) The Subscriber’s funds tendered for the Purchase Price (whether payable in cash or otherwise) shall not be derived from money laundering or similar activities deemed illegal under federal laws and regulations;

(ii) To the extent within the Subscriber’s control, the Subscriber’s funds tendered for the Purchase Price will not cause the Corporation or any of its personnel or affiliates to be in violation of federal anti-money laundering laws, including (without limitation) the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/or any regulations promulgated thereunder;

(iii) When requested by the Corporation, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that the Corporation may release confidential information about the Subscriber and, if applicable, any underlying beneficial owner or Related Person to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. The Corporation reserves the right to request any information as is necessary to verify the identity of the Subscriber and the source of any payment to the Corporation. In the event of delay or failure by the Subscriber to produce any information required for verification purposes, the subscription by the Subscriber may be refused.

(iv) Neither the Subscriber, nor any person or entity controlled by, controlling or under common control with the Subscriber, any of the Subscriber’s beneficial owners, any person for whom the Subscriber is acting as agent or nominee in connection with this investment nor, in the case of a Subscriber which is an entity, any Related Person is:  

1. a Prohibited Investor;

2. a Senior Foreign Political Figure, any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;

3. a person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or Bank without a physical presence in any country, but does not include a regulated affiliate; “Foreign Bank” shall mean an organization that (i) is organized under the laws of a foreign country, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v) has the power to accept demand deposits, but does not include the U.S. branches or agencies of a foreign bank; “Non-Cooperative Jurisdiction” shall mean any foreign country that has been designated as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Task Force on Money Laundering, of which the U.S. is a member and with which designation the U.S. representative to the group or organization continues to concur; “Prohibited Investor” shall mean a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Corporation in connection therewith; “Related Person” shall mean, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity, the term “Related Person” shall exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such plan; “Senior Foreign Political Figure” shall mean a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a Senior Foreign Political Figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a Senior Foreign Political Figure.

4. Representation and Warranties of the Corporation. 

The Corporation represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing: 

(a) The Corporation is a corporation duly formed, validly existing and in good standing under the laws of the State of California. The Corporation has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, the Shares and any other agreements or instruments required hereunder. The Corporation is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Corporation or its business. 

(b) The issuance, sale and delivery of the Shares in accordance with this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the Corporation. The Shares, when issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable. 

(c) The acceptance by the Corporation of this Subscription Agreement and the consummation of the transactions contemplated hereby are within the Corporation’s powers and have been duly authorized by all necessary corporate action on the part of the Corporation. Upon the Corporation’s acceptance of this Subscription Agreement, this Subscription Agreement shall constitute a valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by the Corporation’s certificate of incorporation, bylaws and the California General Corporate Law in general.

5. Legends.

(a) It is understood that the certificates evidencing the Shares may bear any legend required by the articles of incorporation or bylaws of the Corporation or applicable state or federal securities laws in the United States, or by other laws and regulations of the non-U.S. jurisdiction where the Subscriber is resident or domiciled.

6. Transfer Restrictions.

(a) Subscriber acknowledges and agrees that the Common Stock is subject to restrictions on transfer as described in the bylaws of the Corporation. The Common Stock shall bear a digital or physical restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such certificates or instruments):

(i) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION AND/OR ITS ASSIGNEE(S) AS PROVIDED IN THE BYLAWS OF THE CORPORATION.

(ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A TRANSFER RESTRICTION, AS PROVIDED IN THE BYLAWS OF THE CORPORATION.

(b) The Common Stock shall bear any legend required by applicable blue sky laws.

7. Indemnification.

(a) The representations, warranties and covenants made by the Subscriber herein shall survive the closing of the Offering. The Subscriber agrees to indemnify and hold harmless the Corporation and its affiliates and each of their respective officers, directors, employees, agents and representatives, and each other person, if any, who controls the Corporation within the meaning of Section 15 of the Securities Act of 1933, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

8. Bankruptcy.

(a) In the event that the Subscriber files or enters a bankruptcy, insolvency or other similar proceeding, the Subscriber agrees to use his, her or its best efforts to avoid the Corporation being named as a party or otherwise involved in the proceeding. 

9. Limitations on Damages. 

(a) IN NO EVENT SHALL THE CORPORATION BE LIABLE TO THE SUBSCRIBER FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL BE INTERPRETED AND HAVE EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RULE OR REGULATION.

10. Miscellaneous.

(a) Successors and Assigns.  This Agreement shall inure to the benefit of the successors and assigns of the Corporation and, subject to the restrictions on transfer herein set forth, be binding upon Subscriber, Subscriber’s successors, heirs, and assigns.

(b) Attorneys’ Fees.  The prevailing party in any suit or action hereunder shall be entitled to recover from the losing party all costs incurred by it in enforcing the performance of, or protecting its rights under, any part of this Agreement, including reasonable costs of investigation and attorneys’ fees. 

(c) Governing Law; Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of California. The parties agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the district encompassing the Corporation’s principal place of business.

(d) Further Execution.  The parties agree to take all such further actions as may reasonably be necessary to carry out and consummate this Agreement as soon as practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection with or otherwise qualify the issuance of the securities that are the subject of this Agreement.

(e) Entire Agreement; Amendment.  This Agreement and the documents referred to herein constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral, with respect to the subject matter hereof. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

(f) Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 

(g) Waiver Jury Rights. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(h) Notification of Changes. Subscriber agrees and covenants to notify the Corporation immediately upon the occurrence of any event prior to the consummation of this Offering that would cause any representation, warranty, covenant or other statement contained in this Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the consummation of this Offering.

(i) Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns.

(j) Electronic Delivery of Notice. Subscriber and the Corporation each hereby agree that all current and future notices, confirmations and other communications regarding this Agreement and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in this Agreement or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients spam filters by the recipients email service provider, or due to a recipient’s change of address, or due to technology issues by the recipients service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to the Parties, and if the Parties desire physical documents, then they agree to be satisfied by directly and personally printing, at their own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that they desire. The subscriber must keep e-mail address current with the Corporation. The Subscriber must promptly notify the Corporation of a change of the Subscriber’s email address. If the Subscriber mailing address, email address, telephone number or other contact information changes, the Subscriber may also provide updated information by contacting the Corporation. 

(k) Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. Digital Signature

(a) Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement, if any, are intended to authenticate this writing and to have the same force and effect as manual signatures. The term “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. Without limiting the generality of the foregoing, delivery of an executed counterpart’s signature page of this Agreement, by facsimile, electronic mail in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, has the same effect as delivery of an executed original of this Agreement.

(b) Subscriber and the Corporation each hereby agree that all current and future notices, confirmations and other communications regarding this Agreement specifically, and future communications in general between the parties, may be made by e-mail or other electronic communication, sent to the e-mail address of record as from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipient’s spam filters by the recipient’s e-mail service provider, or due to a recipient’s change of address, or due to technology issues by the recipient’s service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, that the sender is under no obligation to resend communications via any other means, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to Subscriber, and if Subscriber desires physical documents, then he or she agrees to be satisfied by directly and personally printing, at Subscriber’s own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that Subscriber desires.

(c) By signing this Agreement electronically, Subscriber is explicitly agreeing to receive documents electronically, including Subscriber’s copies of this signed Agreement, as well as ongoing disclosures, communications and notices.

[End of Exhibit A to Subscription Agreement]
 

Exhibit B

Prospective Investor Questionnaire

 ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY. However, the undersigned subscriber (the “Subscriber”) understands that the NDB Inc., a California corporation (the “Corporation”), may present this Prospective Investor Questionnaire (the “Questionnaire”) to any of the Corporation’s counsel, advisors, agents or other representatives and any party asserting legal jurisdiction over the Corporation, as the Corporation, in its sole discretion, deems appropriate if (i) called upon to establish that the proposed offer and sale of the Common Stock Shares (the “Shares”) is exempt from registration under the Securities Act or meets the requirements of applicable state securities or blue sky laws, (ii) called upon to establish that the Corporation is exempt from registration under the Investment Company Act, (iii) called upon to establish that the assets of the Corporation do not constitute “plan assets” for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”), (iv) called upon to establish that the proposed offer and sale of the Shares is not a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, (v) called upon to establish that the Corporation is in compliance with the Advisers Act or (vi) the contents hereof are relevant to any issue in any action, suit or proceeding to which the Corporation is a party or by which it is or may be bound. 

The Corporation may, with the consent of the Subscriber, also disclose, in connection with this Offering or the operations of the Corporation, the name and amount of the Subscriber’s Subscription obligation. Furthermore, the Subscriber understands that the offering of Shares may be reported to the Securities and Exchange Commission or to state securities or blue sky commissioners pursuant to the requirements of applicable federal law and of various state securities or blue sky laws. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Subscription Agreement to which this Questionnaire is attached.

The Subscriber represents that the information furnished in this Questionnaire is true and correct of Subscriber’s own knowledge, and the Subscriber acknowledges that the Corporation and its counsel are relying on the truth and accuracy of such information to comply with federal and state securities laws. The Subscriber agrees to notify the Corporation promptly of any changes in the information Subscriber provides that may occur prior to an actual investment with the Corporation.

1. SUBSCRIBER ELIGIBILITY CERTIFICATION

For the Corporation to offer and sell the Shares in conformance with state and federal securities laws, the following information must be obtained regarding Subscriber’s investor status. 

The Subscriber understands that for the purchase of Shares, the Subscriber must either be an “accredited investor”, or a “qualified purchaser”.

The Subscriber must check appropriate box(es) below:

 A. Category A - Accredited investor

(1) The Subscriber is an accredited investor (as defined in Rule 501 of Regulation D (230.501)), because it is a bank; a savings and loan association; a broker or dealer; an investment adviser; an insurance company; a registered investment company; a registered business development company; a licensed Small Business Investment Company (“SBIC”); a Rural Business Investment Company; a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary (bank, savings and loan association, insurance company, or registered investment adviser), or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors. 

(2) The Subscriber is an accredited investor (as defined in Rule 501 of Regulation D (230.501)), because it is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. 

(3) The Subscriber is an accredited investor (as defined in Rule 501 of Regulation D (230.501)), because it is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000. 

(4) The Subscriber is an accredited investor (as defined in Rule 501 of Regulation D (230.501)), because he/she is a director, executive officer, or general partner of the issuer of NDB, Inc., or a director, executive officer, or general partner of a general partner of NDB, Inc.

(5) The Subscriber is an accredited investor (as defined in Rule 501 of Regulation D (230.501)) because he/she is a natural person with an individual net worth, or joint net worth with his/her spouse, presently exceeding $1,000,000. For purposes of this question, “net worth” means the excess of total assets (excluding value of primary residence) over total liabilities.

(6) The Subscriber is an accredited investor (as defined in Rule 501 of Regulation D (230.501)) because he/she is a natural person with an individual income in excess of $200,000 (excluding his/her spouse) in each of the two most recent years (or joint income with his/her spouse in excess of $300,000 in each of those years), and has a reasonable expectation of reaching the same income level in the current year. 

(7) The Subscriber is an accredited investor (as defined in Rule 501 of Regulation D (230.501)), because it is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that she is capable of evaluating the merits and risks of the prospective investment (i.e. sophisticated person as described in 230.506(b)(2)(ii)).

(8) The Subscriber is an accredited investor (as defined in Rule 501 of Regulation D (230.501)), because it is an entity in which all of the equity holders are “accredited investors” by virtue of their meeting one or more of the above requirements.

(9) The Subscriber is an accredited investor (as defined in Rule 501 of Regulation D (230.501)), because it is an entity, of a type not listed above, not formed for the specific purpose of acquiring the Shares, owning investments in excess of $5,000,000. 

(10) The Subscriber is an accredited investor (as defined in Rule 501 of Regulation D (230.501)), because he/she is a natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status.

A. Category B - Qualified purchaser

The Subscriber is a “qualified purchaser” (as defined in Rule 256 of Regulation A (§ 230.256)), because the aggregate purchase price to be paid by the Subscriber for the Shares (including the actual or maximum estimated conversion, exercise, or exchange price for any underlying securities that have been qualified) is no more than ten percent (10%) of the greater of such Subscriber's:

Annual income or net worth if a natural person (with annual income and net worth for such natural person subscribers determined as provided in Rule 501 (§ 230.501)); or

Revenue or net assets for such Subscriber's most recently completed fiscal year end if a non-natural person.

1. ADDITIONAL QUESTIONS

The Subscriber will need to answer the following questions (Yes/No):

(a) The Subscriber has the capacity to evaluate the merits and risks of the prospective investment and to otherwise protect his/her/its own interests in connection with the prospective investment by reason of his/her/its own business and/or financial experience. If he/she/it answered “Yes” to this question, he/she/it supports his/her/its reply with the following education and/or business and/or financial experience: (Please provide as much detail as possible)

Yes No

Details: 

(b) The Subscriber is purchasing the Shares offered for his/her/its own account and for investment purposes only. If the Subscriber answered “No” to this question, the following is the person for whose account the Subscriber is purchasing the Shares and/or the reason for investing: (Please provide as much detail as possible)

Yes No

Details: 

(c) The Subscriber has a pre-existing personal or business relationship with the Corporation or any of its officers, directors, or controlling persons. If he/she/it answered “Yes” to this question, he/she/it will explain his/her/its reply with the following description of his/her/its affiliation with that person or those persons: (Please provide as much detail as possible)

Yes No

Details: 

(d) The Subscriber understands that the Corporation reserves the right, in its sole discretion, to accept or reject this Subscription, in whole or in part, for any reason whatsoever. 

Yes No

(e) The Subscriber has received the Offering Circular.

Yes No

(f) The Subscriber hereby represents and warrants that the Subscriber is not, and is not acting as an agent, representative, intermediary or nominee for any person identified on the list of blocked persons maintained by the Office of Foreign Assets Control, U.S. Department of Treasury. In addition, the Subscriber has complied with all applicable foreign and U.S. laws, regulations, directives, and executive orders relating to anti-money laundering including but not limited to the following laws: 

(1) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; and 

(2) Executive Order 13224 (Blocking Property and Prohibiting Transactions with    Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001.

Yes No

By making the foregoing representations the Subscriber has not waived any right of action the Subscriber may have under federal or state securities law. Any such waiver would be unenforceable. The Corporation will assert the Subscriber's representations as a defense in any subsequent litigation where such assertion would be relevant. This Subscription Agreement and all rights hereunder shall be governed by, and interpreted in accordance with, the laws of California without giving effect to the principles of conflict of laws. 

The Subscriber agrees that the Subscriber will notify the Corporation at any time on or prior to the execution of the Subscription Agreement or this Questionnaire in the event that the representations and warranties in the Subscription Agreement or in this Questionnaire shall cease to be true, accurate and complete. 

3. INFORMATION REQUIRED OF EACH SUBSCRIBER

TO BE COMPLETED BY INDIVIDUALS

3.1 The Subscriber should provide all the information requested below. The Subscriber should choose and complete the applicable section (3.1.1 Individual owner or 3.1.2 Joint-owner/ minor) and proceed to answer the following questions.

Personal information

(a) Individual owner: 

First, Middle, Last Name:

Address of Principal Residence: 
(street, city, state, country, zip code) 

Residence Telephone: 

E-mail Address:  

Date of Birth: 

Social Security or Tax ID number: 

Annual Income:  

Net Worth:  

Liquid Net Worth:  

Investment Experience (years):   

If not a US Citizen, specific 

country of citizenship: 

(b) Joint owner/minor (if applicable):

First, Middle, Last Name: 

Address:
(street, city, state, country, zip code) 

Telephone: 

E-mail Address:  

Date of Birth: 

Social Security or Tax ID number: 

If not a US Citizen, specific 

country of citizenship:

General information

a) Is the Subscriber an agent, nominee, trustee, or otherwise on behalf of, for the account of or jointly with any other person or entity?                            

YES  NO

b) Does the Subscriber control any other existing or prospective subscriber in the Corporation?

YES  NO

PLEASE NOTE: If any of the above questions were answered “Yes,” please provide identifying information such as a copy of Subscriber's driver’s license, US passport or other government-issued photo identification” or contact the Corporation.

c) Is the Subscriber an employee, officer, director or in any way affiliated with the Corporation?

YES  NO

If yes, please describe the relationship below:

d) Is the Subscriber a senior government, political or military official, or an immediate family member or close associate of such a person (a “politically exposed person”)?

YES  NO

If yes, which government, what position in the government, and, if an immediate family member or close associate of a politically exposed person, what relationship to the politically exposed person: 

TO BE COMPLETED BY CORPORATIONS, LIMITED LIABILITY COMPANIES,

PARTNERSHIPS, TRUSTS AND OTHER ENTITIES

3.2. If the Subscriber is not an individual, the following information should be furnished with respect to the person making the investment decision on behalf of the entity. The Subscriber should choose and complete the applicable section ((a) Trust or (b) Corporation/Partnership/Other), and answer the following questions.

Personal information

(a) Trust: 

Name of Trust: 

Name(s) of Trustee(s):
If there is more than one trustee or beneficial owner, we will require the same documents for the requested information for each additional trustee and/or beneficial owner.              

Beneficial Owner(s) Address:

(street, city, state, country, zip code)  

Telephone: 

E-mail Address:  

Date of Birth: 

Social Security Number: 

Tax ID number: 

Name(s) of Beneficial Owner(s):
If there is more than one trustee or beneficial owner, we will require the same documents for the requested information for each additional 

trustee and/or beneficial owner. 

Occupation:  

(b) Corporation/ Partnership/ Other:

Entity Name: 

Address:
(street, city, state, country, zip code) 

Foundation: 

E-mail Address:  

Telephone: 

Date of entry: 

Tax ID number: 

Name of Officer(s), General Partner or other Authorized Person(s):  

General information

a) Is the Subscriber an agent, nominee, trustee, or otherwise on behalf of, for the account of or jointly with any other person or entity?

YES  NO

b) Will any other person or persons have a beneficial interest in the Shares acquired (other than as a shareholder, partner, member, trust beneficiary or other beneficiary owner of equity interests in the Subscriber)? 

YES  NO

c) Does the Subscriber control, or is the Subscriber controlled by or under common control with, any other existing or prospective subscriber in the Corporation?

YES  NO

PLEASE NOTE: If any of the above questions were answered “Yes,” please provide identifying information such as a copy of Subscriber's driver’s license, US passport or other government-issued photo identification” or contact the Corporation. 

d) Legal form of Subscriber: 

e) U.S. State or foreign jurisdiction in which Subscriber was incorporated or formed:     

f) Date of incorporation or formation of Subscriber:     

g) Is the Subscriber in any way affiliated with the Corporation? 

YES  NO

If yes, please describe the relationship below: 

h) Is the Subscriber in any way affiliated with a senior government, political or military official, or an immediate family member or close associate of such person (a “politically exposed person”)? 

YES  NO

If yes, which government, what position in the government, and, if an immediate family member or close associate of a politically exposed person, what relationship to the politically exposed person: 

i) Authorized individual who is executing the Subscription Agreement on behalf of the investing entity is: 

Name:                              

Current position or title:

Telephone number:

SIGNATURES

This page constitutes the signature page for the Prospective Investor Questionnaire relating to the offering of Shares. Execution of this signature page constitutes execution of the Prospective Investor Questionnaire.

IN WITNESS WHEREOF, the Subscriber has executed this Questionnaire this      day of             , 2021. 

Name of Subscriber (Print or type)

By:   

        (Signature if executing on behalf of entity)

Name

Title  

[End of Exhibit B to Subscription Agreement]

Exhibit C

 
Corporation Bank Account into

Subscription Agreement

The following information is provided for routing wire transfers to Corporation’s bank account at either Wells Fargo or Silicon Valley Bank in the most expeditious manner. 

Incoming Wire Transfer instruction for Wells Fargo Bank:

Account name: NDB Inc.

CREDIT ACCOUNT #: 8966899703

ROUTING & TRANSIT #: 121000248

SWIFT: WFBIUS6S

Beneficiary Address: 50 California Road, Suite 1500, San Francisco, California, 94111, USA

Bank / Payment Institution: Wells Fargo

Incoming Wire Transfer instruction for Silicon Valley Bank:

Account name: NDB Inc.

CREDIT ACCOUNT #: 3302669797

ROUTING & TRANSIT #: 121140399

SWIFT: SVBKUS6S

Beneficiary Address: 50 California Road, Suite 1500, San Francisco, California, 94111, USA

Bank / Payment Institution: SILICON VALLEY BANK, 3003 TASMAN DRIVE, SANTA CLARA, CA 95054, USA

 Wires received by Wells Fargo or Silicon Valley Bank with incomplete or invalid account numbers may be delayed and could possibly require return to the sending bank. 

[End of Exhibit C to Subscription Agreement]

EX1A-6 MAT CTRCT

Offer of Employment 

Date: February 4, 2019

Subject: Offer of Employment with NDB, Inc.

Strictly Private & Confidential

To be Read by Addressee Only

Mr. Giorgi Gogokhia

4900 Hopyard Road, Suite 100 

Pleasanton, CA 94588

USA

February 4, 2019 

Dear Mr. Giorgi Gogokhia

Offer of Employment with NDB, Inc. (the “Corporation”)

We are writing to confirm our desire to offer you a position of employment with NDB, Inc.. We are pleased to offer you the position of Chief Executive Officer.

Main terms

1. Start Date. It is intended that your employment with the Corporation will commence on February 4^th, 2019

2. Compensation. The Corporation will pay you as compensation for your services $60,000 per year.

3.  Probationary period and notice. Your employment will be subject to satisfactory completion of a 3-month probationary period during which your employment may be terminated on 2 weeks’ notice.  Following successful completion of your probationary period you will be entitled to receive or required to give a minimum of 2 months’ notice to terminate your employment.

4.  Place of work. Your place of work will initially be at your home address until such time as the Corporation establishes permanent office premises, at which point the Corporation reserves the right to move your normal place of work to those premises. You may be required to travel both within and outside of the United States as shall be necessary for the proper performance of your duties.

Conditions

This offer is subject to the following conditions:

a) all information supplied by you to the Corporation being true and complete;

b) you are signing and returning a contract of employment (which we will send to you in due course);

c) you producing to us your passport or such other documentation as we may require evidencing your right to remain and work in the United States (which we shall then copy and return to you).

d) This offer will automatically lapse and be of no effect if any of the above conditions are not satisfied or it becomes clear to the Corporation that the condition will not be satisfied prior to the commencement of your employment.

Data Protection

If you choose to accept this offer, going forwards, we will handle your personal data in accordance with our Staff Privacy Notice. However, if you choose not to accept this offer, we will usually retain your personal data for a limited period (and in accordance with our (Data Retention Policy) and then destroy/delete any personal data we currently hold about you within six months from the later of the date of this letter or your rejection of the offer. On reviewing the data to destroy/delete it, we may determine to retain a record of your name, the position applied for and date of application for a period of two (2) years. In some circumstances we may anonymize your personal information so that it can no longer be associated with you, in which case we may use such information without further notice to you.

Acceptance

It is not our intention that you should breach any contractual obligations to any third party, such as a restriction imposed by a current or former employer. By accepting this offer you warrant that you will not commit any such breach by accepting this offer or performing your obligations for the Corporation.

You further warrant and agree that you have no previous convictions and have not previously been reported for or been subject to investigation for bribery related offences, including without limitation, offences under the Penal Code of California.

We very much hope that you will accept this offer and join us. If you wish to do so, please sign the enclosed copy of this letter and return it to me.  

Should you require any further information or wish to talk through any matter in more detail please do not hesitate to contact us.

Yours sincerely,
 

/s/ Nima Golsharifi

Dr. Nima Golsharifi

For and on behalf of NDB, Inc.

_________________________________________________________________

I accept the offer of employment on the terms and conditions set out in this letter 

Name:             Mr. Giorgi Gogokhia

Signed:            /s/ Giorgi Gogokhia………………………

Date:              02/04/2019.………………………………

EX1A-6 MAT CTRCT

Offer of Employment

Date: February 4, 2019

Subject: Offer of Employment with NDB, Inc.

Strictly Private & Confidential

To be Read by Addressee Only

Dr. Nima Golsharifi
4900 Hopyard Road, Suite 100
Pleasanton, CA 94588
USA

February 4, 2019 

Dear Dr. Nima Golsharifi

Offer of Employment with NDB, Inc. (the “Corporation”)

We are writing to confirm our desire to offer you a position of employment with NDB, Inc.. We are pleased to offer you the position of Chief Executive Officer.

Main terms

1. Start Date. It is intended that your employment with the Corporation will commence on February 4^th, 2019. 

2. Compensation. The Corporation will pay you as compensation for your services $187,200 per year.

3. Probationary period and notice. Your employment will be subject to satisfactory completion of a 3-month probationary period during which your employment may be terminated on 2 weeks’ notice.  Following successful completion of your probationary period you will be entitled to receive or required to give a minimum of 2 months’ notice to terminate your employment.

4. Place of work. Your place of work will initially be at your home address until such time as the Corporation establishes permanent office premises, at which point the Corporation reserves the right to move your normal place of work to those premises. You may be required to travel both within and outside of the United States as shall be necessary for the proper performance of your duties.

Conditions

This offer is subject to the following conditions:

a) all information supplied by you to the Corporation being true and complete;

b) you are signing and returning a contract of employment (which we will send to you in due course);

c) you producing to us your passport or such other documentation as we may require evidencing your right to remain and work in the United States (which we shall then copy and return to you). 

d) this offer will automatically lapse and be of no effect if any of the above conditions are not satisfied or it becomes clear to the Corporation that the condition will not be satisfied prior to the commencement of your employment.

Data Protection

If you choose to accept this offer, going forwards, we will handle your personal data in accordance with our Staff Privacy Notice. However, if you choose not to accept this offer, we will usually retain your personal data for a limited period (and in accordance with our (Data Retention Policy) and then destroy/delete any personal data we currently hold about you within six months from the later of the date of this letter or your rejection of the offer. On reviewing the data to destroy/delete it, we may determine to retain a record of your name, the position applied for and date of application for a period of two (2) years. In some circumstances we may anonymize your personal information so that it can no longer be associated with you, in which case we may use such information without further notice to you.

Acceptance

It is not our intention that you should breach any contractual obligations to any third party, such as a restriction imposed by a current or former employer. By accepting this offer you warrant that you will not commit any such breach by accepting this offer or performing your obligations for the Corporation.

You further warrant and agree that you have no previous convictions and have not previously been reported for or been subject to investigation for bribery related offences, including without limitation, offences under the Penal Code of California.

We very much hope that you will accept this offer and join us. If you wish to do so, please sign the enclosed copy of this letter and return it to me.  

Should you require any further information or wish to talk through any matter in more detail please do not hesitate to contact us. 

Yours sincerely,
 

/s/ Nima Golsharifi

Dr. Nima Golsharifi
Title: Chief Executive Officer
For and on behalf of NDB, Inc.
Date: 02/04/2019

_________________________________________________________________

I accept the offer of employment on the terms and conditions set out in this letter

Name:             Dr. Nima Golsharifi 

Signed:           /s/ Nima Golsharifi.……………..……….

Date:              02/04/2019..………………………………

EX1A-6 MAT CTRCT

Employment Agreement
Date: January 21, 2021
Reference: EA100103

Your Employment Agreement with
NDB
(the Company, we, us)

This Agreement sets out the principal terms and conditions applying to your employment with us, including, particulars required to be given to you in writing under the Employment Rights Act 1996. All the parts of this Agreement combined constitute your contract of employment. If there is any discrepancy between Parts 1 and 2 of this Agreement, then the terms set out in Part 1 will take precedence.

Part 1 – Individual Terms

1. You: Professor Sir Michael Pepper of 2 Grange Road, Cambridge, CB3 9DU.

2. Start Date: February 1, 2021.  

2.1 Commencement of Continuous Employment: No employment with a previous employer count towards your period of continuous employment with us. 

3.  Role: Chief Technology Officer. 

4. Reporting to: CEO and COO

5. Length of Probationary Period: 3 months which may be extended by up to a further 3 months at our discretion. 

6. Notice Period:

6.1 During Probationary Period: 2 weeks' notice in writing given at any time during or at the end of the Probationary Period.

6.2 Following successful completion of Probationary Period: You will be entitled to receive or required to give 3 months' notice in writing.

7. Normal Hours of Work:

7.1 Your working hours will vary depending on the operational needs of the Company. You may be required to work additional hours without additional remuneration, as required by the needs of the business. You are not entitled to overtime payment or time off in lieu of hours. Lunch breaks and other breaks provided to you will not constitute working time. By your signature to this Agreement, you:

(a) confirm that, apart from those disclosed in discussion, you do not undertake any other work for any employer and undertake to seek our consent before undertaking work for any other employer. 

8. Normal Place of Work: 

8.1 Your place of work is initially your home with attendance at meetings at venues as requested by us, until such time as we establish permanent office premises, at which point we reserve the right to move your normal place of work to those premises. You confirm that you are not in breach of any covenant or agreement in doing work at your home. You are required to inform us as soon as possible if you plan to change your home address and when your home address does actually change. For the avoidance of doubt we shall not reimburse travel expenses from your home to any of our offices in the UK. The provisions in Appendix 1 shall apply during any period that you work from home.

8.2  There is no current requirement for you to work outside the United Kingdom for any consecutive period of one month or more.

9. Remuneration:

9.1 Salary: £50,000 per annum 

10. Stock Options: Details of any entitlement to stock options will be sent to you by separate letter.

11. Holiday entitlement: 20 days' holiday in each holiday year (which shall be pro-rated in the holiday year in which your employment commences).  In addition, you are entitled to the usual public holidays in England and Wales.

12. Other leave: You will be entitled to take other leave (which may or may not be paid) during your employment as set out in our policies and procedures from time to time and which can be found on our intranet. 

13. Restrictive Covenants: 

13.1 Without prejudice to the other terms of this Agreement, you agree that following the termination of your employment for any reason whatsoever, you will be bound by and you will comply with the terms and conditions set out in Part 3.

13.2  Non-Compete Period: The period of 3 years following the date your employment terminates less any period of time spent by you on garden leave.

13.3 Restriction Period: The period of 3 years following the date your employment terminates less any period of time spent by you on garden leave.

14. Training: There is no mandatory training relating to your Employment and which you are required to pay for.

Part 2 – Generally Applicable Terms

1. Commencement of Employment

1.1 Your employment with us shall commence on the Start Date specified in your Individual Terms. 

1.2 Your Commencement of Continuous Employment is specified in your Individual Terms.

2. Role

2.1 Your Role is as specified in your Individual Terms. 

2.2 We appoint you and you agree to serve in that Role, or such other position as we may require from time to time, on the terms of this Agreement. 

2.3 You will initially report to the person specified in your Individual Terms. We reserve the right to change your reporting line from time to time as the needs of the business may require.

3. Duties

3.1 You will carry out such duties as attach to your Role and any other duties for us and/or any Group Company (whether or not commensurate with your position) which we assign to you from time to time. 

3.2 "Group Companies" or "Group" means the Company and any holding company or any parent company or any subsidiary or subsidiary undertaking of the Company or such companies, as such terms are defined in s 1159, s 1162 (together with Schedule 7 and the definition of "parent company" in s 1173), s 1161 and Schedule 6 of the Companies Act 2006, and "Group Company" means any of them.

3.3  Subject to the terms of this Agreement, you will:

(a) perform your duties faithfully and diligently and exercise such powers consistent with those duties as are assigned to or vested in you by us and/or any Group Company;

(b) obey all lawful and reasonable directions given by us;

(c) observe in form and spirit such restrictions or limitations as may from time to time be imposed by us;

(d) observe in form and spirit any relevant Company and/or Group Company policy, procedures, rules and regulations (whether formal or informal); 

(e) if applicable to your role, comply with all common law, statutory and fiduciary duties to us and any Group Company; 

(f) report to us any relevant wrongdoing (including any misconduct or dishonesty) whether committed, contemplated or discussed by any director, employee or worker of the Company and/or any Group Company of which you are aware and irrespective of whether this may involve any degree of self-incrimination; and

(g) use your best endeavours to foster our interests and save where this causes a conflict with our interests, those of other Group Companies.

3.4 We take a zero-tolerance approach to tax evasion. Accordingly, you must:

(a) not engage in any form of facilitating tax evasion, whether under UK law or under the law of any foreign country; 

(b) immediately report to us any request or demand from a third party to facilitate the evasion of tax or any concerns that such a request or demand may have been made; and

(c) at all times comply with any industry code applicable to your employment and our own internal policies, including any anti-facilitation of tax evasion policy in force, as amended from time to time.

4. Probationary Period

Your employment is conditional upon satisfactory completion of a Probationary Period (starting on the Start Date) which is set out in your Individual Terms. The length of your notice period during the Probationary Period is set out in your Individual Terms. We reserve the right to make a payment of basic salary only in lieu of notice at our discretion. 

5. Place of Work

5.1 Your principal place of work is specified in your Individual Terms.  We reserve the right to change your principal place of work on giving reasonable prior notice to you. 

5.2 You will travel to and work on a temporary basis from such locations within and outside of the United Kingdom as we may reasonably require.

5.3 You are required to inform the Company as soon as possible if you plan to change your home address and when your home address does actually change.

6. Expenses

We will reimburse to you (or as the case may be procure the reimbursement of) all expenses wholly, properly and necessarily incurred by you in the performance of your duties subject to production of such receipts or other evidence of expenditure as we may reasonably require and in accordance with the Company's policy on expenses in force from time to time.

7. Salary

7.1 You will be paid an annual salary as specified in your Individual Terms, subject to deduction of such tax and national insurance as we are required by law to deduct. Your salary will accrue from day to day and is payable in equal monthly instalments in arrears on or about the last day of each month, directly into a bank or building society account nominated by you. 

7.2 We will review your salary on a periodic basis, save where you are working under notice of termination.  There is no obligation on us to increase your salary.  Any increase awarded will be effective from the date specified by us.

8. Pension

We will comply with our employer pension duties in accordance with Part 1 of the Pensions Act 2008. Further details of the pension scheme are available from the Staff Handbook.

9. Bonus and Commission

9.1 In the event that you are entitled to participate in any bonus and/or commission schemes we make available and/or we make any award to you, any bonus and/or commission will be of such amount and subject to such conditions (including, but not limited to, conditions for and timing of payment) as we may in our absolute discretion determine from time to time.  We reserve the right to award a nil payment.

9.2 Any bonus and/or commission awarded to you will be purely discretionary, will not form part of your contractual remuneration under this agreement and will not be pensionable.  The making of an award will not oblige us to make any subsequent awards.

9.3 Notwithstanding clause 9.1, you will have no right to be awarded or where an award has been made, paid bonus and/or commission (pro rata or otherwise) if:

(a) you are subject to any capability and/or disciplinary procedures; and/or

(b) your employment has terminated (whether lawfully or unlawfully) or you are under notice of termination (whether given by you or the Company).

9.4 If you have been notified that you are under investigation in accordance with our disciplinary or capability procedure then your eligibility to be considered for a discretionary award will be postponed pending the conclusion of any such investigation and any subsequent disciplinary hearing or capability meeting.

10. Benefits

10.1 Subject to clauses 10.2 to 10.5 below and after successful completion of the Probationary Period, you will be entitled to participate in such benefits schemes ("Schemes") that we may operate from time to time.

10.2 Participation and entitlement to benefits under any of the Schemes is subject to:

(a) the terms of the relevant Scheme as amended from time to time;

(b) the rules or policies as amended from time to time of the relevant Scheme provider;

(c) acceptance by the relevant Scheme provider; and

(d) satisfaction of the normal underwriting requirements of the relevant Scheme provider and the premium being at a rate which the Company considers reasonable. 

10.3 We will only be obliged to make any payment under any Scheme where we have received payment from the relevant Scheme provider for that purpose.  If a Scheme provider refuses to provide any benefit to you, whether based on its own interpretation of the terms and/or rules of the relevant Scheme or otherwise, we shall not be liable to provide you with any replacement benefit whatsoever or pay any compensation in lieu of such benefit.

10.4 We, in our absolute discretion, reserve the right to discontinue, vary or amend any of the Schemes (including the provider and/or level of cover provided under any Scheme) at any time on reasonable notice to you. 

10.5 You agree that we will be under no obligation to continue this Agreement and your employment so that you continue to receive benefits under this Agreement. In particular, you agree that we may terminate your employment notwithstanding any rights which you may have to participate in and/or obtain benefits under any permanent health insurance scheme which we operate from time to time.  You agree that you will have no entitlement to compensation or otherwise from us and/or any Group Company for the loss of any such entitlements and/or benefits.

10.6 You may also be entitled to other benefits which we choose to offer from time to time on a discretionary basis.  These benefits do not form part of your contract of employment. Details are available on our intranet.

11.  Holidays

11.1 You are entitled to the number of working days' paid holiday in each Holiday Year as set out in your Individual Terms (pro rated to the nearest half day for the Holiday Year in which your employment commences and terminates).  Holiday Year means the period from 1 January to 31 December.

11.2 Holiday must be taken at such times as are agreed with us. In addition, we reserve the right to designate one or more of your paid holidays to cover office closures. You will not normally be allowed to take more than 10 working days' holiday at a time.

11.3 On giving at least 5 days notice, we may require you to take any accrued but untaken holiday where you are under notice of termination (including where you are on garden leave pursuant to clause 17). 

11.4 You may not carry forward any part of your holiday entitlement to a subsequent Holiday Year (unless you have been prevented from taking it in the relevant Holiday Year by one of the following: a period of sickness absence or statutory maternity leave, paternity, adoption, parental or shared parental leave. In cases of sickness absence carry-over is limited to four weeks' holiday per year less any leave taken during the Holiday Year that has just ended. Any such carried over holiday which is not taken within 18 months of the end of the relevant Holiday Year will be lost). 

11.5 Other than as set out in clause 11.6, any holiday entitlement you have not taken by the end of the Holiday Year will be lost and you will not be entitled to any payment in lieu of such unused entitlement.

11.6 On termination of your employment:

(a) you will be entitled to pay in lieu of any accrued but untaken holiday entitlement; and/or

(b) you will be required to repay to us any salary received for holiday taken in excess of your accrued entitlement (which you agree may be deducted from any payments, including salary, due to you from the Company). 

11.7 Any payment or repayment pursuant to this clause will be calculated on the basis of 1/260 of your salary payable pursuant to clause 7 for each day of holiday.  It will not be calculated on any entitlement to bonus, commission, allowance or other payment.  However, if we have dismissed you or would be entitled to dismiss you under clause 19 below or you have resigned without giving the required notice, any payment in lieu will be limited to your statutory entitlement under the Working Time Regulations 1998 and any paid holidays (including paid public holidays) taken will be deemed first to have been taken in satisfaction of that statutory entitlement. 

12. Sickness Absence

12.1 If you are unable to work due to sickness or injury, you must report to us, indicating so far as practicable the date on which you expect to return to work. You will keep us informed and provide us with such certification of your condition as we may require.

12.2 You will be required to complete a self-certification form on your return to work from any absence of up to 7 days (including non-working days). If your absence exceeds 7 consecutive days, you must provide us with a doctor's certificate as soon as possible after the seventh day of absence.  You must provide further doctor's certificates to us as necessary to cover the full period of your continued absence.  

12.3 If at any time in our reasonable opinion you are unable to perform all or part of your work due to sickness or injury, you will at our request and expense consent to an examination by a doctor nominated by us. 

12.4 We are entitled to rely on the reasonable opinion of any doctor engaged to examine you under clause 12.3 as to your fitness for work. 

12.5 If you are absent from work due to sickness, injury or other incapacity you may be entitled to receive statutory sick pay ("SSP") from the Company provided that you are eligible for payment and have complied with all the statutory rules (including the statutory requirements for notification of absence).  For the purposes of SSP your qualifying days are Monday to Friday inclusive.  You will not be entitled to receive any remuneration other than SSP during periods of absence due to illness.

13. Obligations during Employment

13.1 Save with our prior written permission you will not during your employment (whether during or outside normal working hours):

(a) undertake any work or be in any way concerned or interested in any business or activity which may in our opinion adversely affect the proper performance of your duties save that you shall not be prevented from holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company (whether or not it is listed or dealt in on a recognised exchange) where such company does not carry on a business similar to or competitive with any business for the time being carried on by us and/or any Group Company);

(b) take any preparatory steps to become engaged or interested in any capacity whatsoever in any business or venture which is in or is intended to enter into competition with any of our and/or any Group Company's businesses;

(c) carry out any public or private work other than your duties under this Agreement (whether for profit or otherwise);

(d) directly or indirectly receive in respect of any goods or services sold or purchased or any other business transacted, (whether or not by you) by or on our behalf and/or that of any Group Company, any discount, rebate, commission or other inducement (whether in cash or in kind) which is not authorised by the relevant Company and/or Group Company rules or guidelines.  You will account to us for the value of any such inducement. 

13.2 You will observe relevant rules of law and the Company guidelines/codes relating to dealings in shares, debentures or other securities of the Company and/or any Group Company.  In relation to overseas dealing you shall observe all laws and all regulations of the stock exchange, market or dealing system in which country or state such dealings take place. 

14. Confidential Information

14.1 You will not either during your employment or at any time after its termination (howsoever arising), directly or indirectly, use, disclose or communicate to any person whatsoever and, shall use your best endeavours to prevent the publication or disclosure of, any Confidential Information. 

14.2 "Confidential Information" means any trade secrets or other information which is confidential, commercially sensitive and is not in the public domain relating or belonging to the Company and/or any Group Company including but not limited to:

(a) information relating to the business methods, corporate plans, management systems, finances, new business opportunities, research and development projects, marketing or sales of any past, present or future product or service;

(b) secret formulae, processes, inventions, designs, know-how discoveries, technical specifications and other technical information relating to the creation, production or supply of any past, present or future product or service of the Company and/or any Group Company; 

(c) lists or details of customers, potential customers or suppliers or the arrangements made with any customer or supplier; and 

(d) any information in respect of which the Company and/or any Group Company owes an obligation of confidentiality to any third party.

14.3 Clause 14.1 does not apply to:

(a) any use or disclosure in the proper performance of your duties under this Agreement, as authorised by the Company and/or as required by law;

(b) any information which is already in or comes into the public domain other than through your unauthorised disclosure; and/or

(c) any protected disclosure within the meaning of s43A Employment Rights Act 1996.

15. Intellectual Property

15.1 You shall promptly disclose to the Company full details of any Invention and/or Works (including, without limitation, any and all computer programs, photographs, plans, records, drawings and models) which you (whether alone or with any other person) make, conceive, create, develop, write, devise or acquire at any time during your employment and which relates or could relate directly or indirectly to the Company's or any Group Company's businesses.  You shall treat all Inventions and Works as Confidential Information of the Company and/or any Group Company.

15.2 For the purposes of this Agreement:

(a) "Invention" means any know how, technique, process, improvement, invention or discovery (whether patentable or not) which you (whether alone or with any other person) make, conceive, create, develop, write, devise or acquire at any time during your employment and which relates or could relate directly or indirectly to the Company's or any Group Company's businesses. 

(b) "Works" means all works including without limitation all copyright works or designs originated, conceived, developed or written by you alone or with others during your employment which relate to or could relate to the Company's or any Group Company's businesses.

15.3 To the extent not already vested in the Company and/or any Group Company by operation of law, you:

(a) shall hold any Invention and/or Work on trust for the Company and/or any Group Company until any rights to such Invention and/or Work have been fully and absolutely vested in the Company in accordance with the remaining provisions of this clause 15; 

(b) shall subject to sections 39-43 of the Patents Act 1977 assign to the Company all patents and rights to apply for patents or other appropriate forms of protection in each Invention throughout the world;

(c) hereby assign by way of present and future assignment all copyright, design rights and other proprietary intellectual property rights (if any) for their full terms throughout the world in respect of the Works.

(d) shall execute any document necessary to assign to the Company any rights referred to under this clause 15 and at the request and expense of the Company, do all things necessary or desirable (including entering into any agreement that the Company reasonably requires) to vest such rights in the Company including without limitation applying and joining in with the Company in applying for any protection for or registration of any such rights to enable the Company and/or any Group Company and/or its or their nominee to obtain the full benefit and/or substantiate the rights of the Company and/or any Group Company under paragraphs (a), (b) and (c). 

15.4 You acknowledge and agree that the patenting and exploitation of any Invention shall be at the sole discretion of the Company.

15.5 You irrevocably and unconditionally waive in favour of the Company and/or any Group Company any and all moral rights conferred on you by Chapter IV, Part I, Copyright Designs and Patents Act 1988 and any other moral rights provided for under the laws now or in future in force in any part of the world for any Work the rights in which are vested in the Company whether by clause 15.3 or otherwise.

16. Termination of Employment

16.1 After completion of your Probationary Period your Notice Period is as set out in your Individual Terms. 

16.2 Nothing in this clause shall prevent us from terminating your employment without notice or salary in lieu of notice in the event of gross misconduct or in other appropriate circumstances.

17. Garden Leave

17.1 During any period of notice to terminate your employment (whether given by you or by us), we may, for all or part of that period, in our absolute discretion (and notwithstanding any other provisions of this Agreement) require you:

(a) to perform only such of the duties as it may allocate to you or such other projects or duties as may be required;

(b) not to perform any duties;

(c) not to have any contact (other than purely social contact) or deal with (or attempt to contact or deal with) any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of the Company and/or any Group Company save as we determine;

(d) to disclose to us any attempted contact (other than purely social contact) with any person with whom you have been required not to have any contact pursuant to this clause;

(e) to take any accrued holiday entitlement (in accordance with clause 11.3);

(f) not to enter any or our premises and/or those of any Group Company nor to visit the premises of any of our suppliers and/or customers and/or those of any Group Company; 

(g) to return on our request any mobile telephone handset, SIM card, laptop computer and/or any other Company and/or Group Company property, including Confidential Information (as defined in clause 14.2, the Company may require; and/or

(h) to resign immediately from any offices you hold in us and/or any Group Company.

17.2 You agree that any action taken by us and/or any Group Company pursuant to clause 17.1 will not constitute a breach of this Agreement of any kind whatsoever nor will you have any claim against us and/or any Group Company in respect of such action.

18. Payment in lieu of notice

18.1 We may in our absolute discretion, terminate your employment at any time with immediate effect and pay you a sum equal to the basic salary you would have received during your Notice Period as detailed in your Individual Terms (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions ("Payment in Lieu").  The Payment in Lieu shall not include any payment in respect of:

(a) any bonus or commission payments that might otherwise have been paid to you during the period for which the Payment in Lieu is made;

(b) benefits which you would have been entitled to receive during the period for which the Payment in Lieu is made; or

(c) any holiday entitlement that would have accrued to you during the period for which the Payment in Lieu is made.

18.2 You shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 18.1. 

19. Summary Termination

19.1 We may terminate your employment at any time, without notice or pay in lieu of notice, and with no liability to make any further payment to you, if:

(a) you commit any act of gross misconduct;

(b) your conduct (whether or not it occurs during or in the context of your employment) is such that it may in our reasonable opinion bring the Company and/or any Group Company into disrepute and/or is calculated or likely prejudicially to affect our interests and/or those of any Group Company;

(c) you are negligent and/or incompetent in our reasonable opinion in the performance of your duties;

(d) you commit any serious or repeated breach of this Agreement; 

(e) you cease to be entitled to work in the UK for the Company;

(f) you commit any act of fraud or dishonesty or corrupt practice or a breach of the Bribery Act 2010 relating to us and/or any Group Company, any of its or their employees, customers or otherwise;

(g) you are convicted of any criminal offence (other than an offence under the road traffic legislation in the United Kingdom or abroad for which you are not sentenced to any term of imprisonment, whether immediate or suspended); and/or

(h) you commit any act of fraud or dishonesty relating to us and/or any Group Company, any of its or their employees, customers or otherwise.

19.2 Our rights under clause 19.1 are without prejudice to any other rights that we may have at law to terminate your employment or accept any breach of this Agreement by you as having brought the Agreement to an end and any delay by us in exercising our rights under clause 19.1 will not constitute a waiver of such rights. 

20. Reconstruction and Amalgamation

If your employment is terminated by reason of any reconstruction or amalgamation of the Company and/or any Group Company whether by winding up or otherwise and you are offered employment with any concern or undertaking involved in or resulting from such reconstruction or amalgamation on terms which (considered in their entirety) are no less favourable to any material extent than the terms of this Agreement, you shall have no claim against the Company or any such undertaking arising out of or in connection with such termination.  

21. Property

At any time during your employment or following its termination (for whatever reason), as requested by us and/or any Group Company, you agree to:

(a) return to us and/or any Group Company or irretrievably destroy or delete:

(i) any documents, drawings, designs, computer files or software, visual or audio tapes or other materials containing information (including, without limitation, Confidential Information as defined in clause 14.2) and/or any copies or extracts of the same relating to the Company's or any Group Company's businesses; and

(ii) any other property of ours and/or any Group Company

in your possession, custody and/or directly or indirectly under your control; 

(b) inform us of all passwords, pass codes, pin numbers and any other similar information used by yourself in relation to any information technology systems, vehicles, rooms and/or any other secured property of ours and/or any Group Company.

22. Resignation from Appointments

At any time, at our request and/or that of any Group Company, you agree to resign from any directorships, offices, appointments and/or trusteeships which you hold with the Company and/or any Group Company without claim for compensation and your resignation shall not affect in anyway the continuance of this Agreement. 

23. Suspension

In order to investigate a complaint against you of misconduct, we may suspend you for so long as may be necessary to carry out a proper investigation and complete any appropriate disciplinary and/or capability process.  During any period of suspension you shall continue to receive your salary and contractual benefits. 

24. Disciplinary Rules

You are subject to our disciplinary rules and procedures in force from time to time and such other procedures of this nature as may from time to time be adopted.  Application of any such procedure is at our discretion and is not a contractual entitlement.

25. Grievance

If you have any grievance relating to your employment (other than one relating to a disciplinary decision or a decision to dismiss you), you should follow the procedure set out in the our grievance procedure in force from time to time.  Application of the grievance procedure is at our discretion and is not a contractual entitlement. 

26. Data Protection

26.1 For the purposes of this clause 26, “Personal Data” means information relating to an individual (or from which an individual may be identified).  

26.2 Your Personal Data

(a) You agree to keep us informed of any changes to your Personal Data, including name, address and bank details.

(b) We are subject to legal obligations regarding your Personal Data. The Staff Privacy Notice sets out further details regarding how we will collect and process your Personal Data (but does not form part of your contract of employment). We will also rely upon lawful grounds for processing your Personal Data as set out in the Staff Privacy Notice.

(c) By signing this contract of employment, you confirm that you have read and understood the Staff Privacy Notice.  In the event of any queries please contact Chief Operating Officer.

(d) Our enable us to monitor telephone, email, voicemail, internet and other communications. In order to carry out its legal obligations as an employer (such as ensuring your compliance with the Company's IT related policies), and for other business reasons, we may monitor use of systems including the telephone and computer systems, and any personal use of them, by automated software or otherwise. Monitoring of our systems includes the ability to review the contents of individual messages, emails or voicemails.  Monitoring is only carried out to the extent permitted or as required by law and as necessary and justifiable for business purposes. You should refer to the Staff Privacy Notice and any other relevant policies in place from time to time for further details.

26.3 Your Responsibilities when Handling Personal Data:

(a) You confirm that you shall, at all times, comply with all obligations imposed upon you under our policies and the Staff Privacy Notice in each case from time to time in force. These can be found on our Employee Handbook.  If you are unclear how the policies apply or, more generally, what you need to do to comply with the law on data protection, please speak to the HR team.

(b) If you discover a data breach you must notify Chief Operating Officer urgently and, if practicable, within one hour, providing details on the circumstances of the breach. A data breach occurs where there is destruction, loss, alteration or unauthorised disclosure of or access to personal data which is being held, stored, transmitted or processed in any way.  For example, there is a data breach if our servers are hacked or if a laptop/USB stick is lost or an email is sent to the wrong person by mistake.

26.4 Failure to comply with your obligations under this clause 26 will in most circumstances be considered to be a serious disciplinary offence which may lead to disciplinary action against you (up to and including summary dismissal).

27. Warranty

27.1 You warrant that you are not bound by nor subject to any court order, arrangement, obligation (express or implied), restriction or undertaking (contractual or otherwise) which prohibits or restricts you from entering into this Agreement.

27.2 You undertake to indemnify us and/or any Group Company against any claims, costs, damages, liabilities and/or expenses which we and/or any Group Company may incur as a result of any claim that you are in breach of any order, arrangement, obligation, restriction or undertaking referred to in clause 27.1.

27.3 You warrant that you are entitled to work in the United Kingdom for us and will notify us immediately if you cease to be so entitled during the course of your employment.

27.4 You warrant that you have no previous convictions and have not previously been reported for or been subject to investigation for bribery related offences including, without limitation, offences under the Bribery Act 2010.

28. Deductions

You agree that at any time we may deduct from your salary or any other sums owed to you any money you owe to us and/or any Group Company (including, without limitation, any salary advance on or relating to your initial relocation/settlement).

29. Collective Agreements

There are no collective agreements which affect the terms and conditions of your employment. 

30. Entire Agreement

This Agreement sets out the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (oral or written) in respect of your employment or engagement by us.  No purported variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the parties.

31. Third Parties

Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

32. Releases and Waivers

32.1 We may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it in this Agreement by you without in any way prejudicing or affecting its rights in respect of any part of that liability or any other liability or right not so released, compounded, compromised, waived or postponed.

32.2 No single or partial exercise, or failure or delay in exercising any right, power or remedy by us will constitute a waiver by it of, or impair or preclude any further exercise of, that or any right, power or remedy arising under this Agreement or otherwise.

33. Notices

33.1 Any notice to a party under this Agreement will be in writing signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be hand delivered, or sent by email or by prepaid first class post to, in your case, your last known residential address or, in the case of the Company, our registered office. 

33.2 A notice shall be deemed to have been served:

(a) at the time of delivery if delivered personally to a party or to the specified address;

(b) on the second working day after posting by first class prepaid post; or

(c) 2 hours after transmission if served by email on a business day prior to 3pm or in any other case at 10 am on the business day after the date of transmission.

34. Counterparts

34.1 This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.

34.2 Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page) by (a) fax or (b) email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.

34.3 No counterpart will be effective until each party has executed and delivered at least one counterpart.

35. Governing Law and Jurisdiction

35.1 This Agreement shall be governed by and construed in accordance with English law.

35.2 Each of the parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the English courts.

Part 3 - Post Termination Restrictions

1. Definitions and Interpretation

1.1 In this Part 3, unless the context otherwise requires, the following additional definitions shall apply (in addition to the definitions contained in the Parts 1 and 2 of this Agreement):

"the Business" means the business of the Company or any part thereof and any other business or part thereof carried on by any Group Company as at the Termination Date and/or during the Protected Period and in respect of which you have been materially concerned or about which you have acquired Confidential Information during the course of your employment. 

"Customer" means any person who at any time during the Protected Period was a customer of the Company or any Group Company and was a person with whom you had material personal dealings or in relation to whom you have acquired Confidential Information. 

"Garden Leave Period" means any period during which the Company has exercised its rights pursuant to clause 18 of Part 2 of this Agreement.

"Goods and/or Services" means any goods and/or services competitive with those supplied by the Company or any Group Company at any time during the Protected Period and in relation to which you were materially involved or concerned or for which you were responsible during that period.

"Key Employee" means any person who at any time during the Protected Period is or was employed or engaged by the Company or any Group Company in a senior, managerial, sales, marketing, technical or supervisory capacity and with whom you dealt during that period.

"Non-Compete Period" means the Non-Compete Period set out in your Individual Terms.

"Prospective Customer" means any person who was at any time during the Protected Period engaged in negotiations, with which you were personally involved, with the Company or any Group Company with a view to obtaining goods or services from the Company or any Group Company or in relation to whom you have acquired Confidential Information.

"Protected Period" means the 12 months immediately preceding the earlier of the Termination Date and the commencement of any Garden Leave Period.

"Restriction Period" means the Restriction Period set out in your Individual Terms.

"Supplier" means any person with whom you have had material dealings as part of your employment during the Protected Period and who has during that period supplied goods or services to the Company or any Group Company on terms other than those available to another purchaser in the market during that period, whether by reason of exclusivity (either de facto or contractually obliged), price or otherwise. 

"Termination Date" means the date on which your employment terminates.

2. Obligations after employment

2.1 You shall not for the Non-Compete Period undertake any work or be in any way engaged, concerned or interested in any business or venture which:

(a) is or is about to be in competition with the Business or any part thereof; or

(b) is likely to result in the intentional or unintentional disclosure or use of Confidential Information by you in order for you to properly discharge your duties to or further your interest in that business or venture. 

2.2 The provisions of clause 2.1 shall not operate so as to prevent you from being engaged, concerned or interested in any business or venture in so far as:

(a) you hold an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange;

(b) your duties or work shall relate solely to geographical areas where the business concern is not in competition with any Business; and/or 

(c) your work for that business or venture shall relate solely to services or activities with which your employment was not concerned to a material extent or in relation to which you were not responsible and in relation to which you held no Confidential Information during the Protected Period. 

2.3 You shall not for the Restriction Period in respect of any Goods and/or Services:

(a) deal with or supply any Customer;

(b) deal with or supply any Prospective Customer; or

(c) offer employment or any contract for services to or employ or engage any Key Employee.

2.4 You shall not for the Restriction Period in respect of any Goods and/or Services:

(a) solicit, facilitate the solicitation of or canvass the custom or business of any Customer;

(b) solicit, facilitate the solicitation of or canvass the custom or business of any Prospective Customer; or

(c) solicit or entice or endeavour to solicit or entice any Key Employee to leave his employment with or cease his directorship or consultancy with the Company or any Group Company, whether or not that person would breach any obligations owed to the Company or any relevant Group Company by so doing.

2.5 You shall not for the Restriction Period:

(a) deal with or accept the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Company’s arrangement with the Supplier is diminished; or

(b) solicit, facilitate the solicitation of or canvass the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Group Company’s arrangement with the Supplier is diminished;

2.6 If, at any time during your employment, two or more Key Employees leave the employment of the Company or any Group Company to provide Goods and/or Services for the same business or venture, you shall not, at any time during the 6 months following the last date on which any of those Key Employees was employed by the Company or any Group Company, be employed or engaged in any way with that business or venture in respect of any Goods and/or Services.

2.7 You shall not at any time after the Termination Date:

(a) induce or seek to induce by any means involving the disclosure or use of Confidential Information any Customer or Supplier to cease dealing with the Company or any Group Company or to restrict or vary the terms upon which it deals with the relevant Group Company;

(b) be held out or represented by you or any other person as being in any way connected with or interested in the Company or any Group Company; or

(c) disclose to any person or make use of any Confidential Information (except as required by law).

3. General

3.1 You have given the undertakings in this Part 3 to the Company as trustee for itself and each Group Company in the business of which you have been concerned or involved to any material extent during your employment or which benefits from each undertaking.  You agree that each such Group Company may enforce the benefit of each such undertaking. You shall at the request and expense of the Company enter into direct undertakings with any such Group Company which correspond to the undertakings in this Part 3.

3.2 You agree that if the Company transfers all or any part of its business to a third party ("transferee"), the restrictions contained in this Part 3 shall, with effect from the date of you becoming an employee of the transferee, apply to you as if references to the Company included the transferee and references to any Group Companies were construed accordingly and as if references to customers or suppliers were of the Company and/or the transferee and their respective Group Companies.

3.3 Each of the restrictions in clause 2 of Part 3 of this Agreement is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.

3.4 You agree that if you have material business dealings in other foreign jurisdictions on behalf of any Group Company, you will enter into undertakings providing the same level of protection for each such Group Company with such modifications (if any) as are necessary to render such undertakings enforceable in those jurisdictions.

3.5 If you receive an offer to be involved in a business concern in any capacity (whether as agent, consultant, director, employee, worker, owner, partner or shareholder) during your employment, or before the expiry of the last of the covenants in this Part 3, you shall give the person making the offer a copy of this Part 3 and shall tell the Company the identity of that person as soon as possible after accepting the offer.

3.6 You acknowledge that you have had the opportunity to take independent legal advice in relation to the undertakings contained in this Part 3.

3.7 The obligations imposed on you by this Part 3 extend to you acting not only on your own account but also on behalf of any other firm, company or other person and shall apply whether you act directly or indirectly.

3.8 You warrant that you believe the covenants contained within this Part 3 to be reasonable as between the parties and that you have no present intention of ever arguing that the restraints are unreasonable or otherwise unenforceable.

Signed /s/ Nima Golsharifi..……………
For and on behalf of NDB 

Name: Dr. Nima Golsharifi
Title: Chief Executive Officer
Dated  01/21/2021.……………………. 

I accept the terms and conditions of my employment as set out in this Agreement.

Signed   /s/ Michael Pepper,……………
Professor Sir Michael Pepper
Dated 01/21/2021.…………………….

Appendix 1

Homeworking

1. Equipment and Insurance

1.1 Will provide you for your sole business use with equipment for the purpose of carrying out your duties ("Company Property").

1.2 For the avoidance of doubt, the Company Property will remain our property and you will not permit use of it by any person other than yourself and our authorised representatives.

1.3 You will be responsible for any damage to the Company Property which goes beyond ordinary wear and tear. You are required to report to us any such damage or malfunction of the Company Property as soon as you become aware of it.

1.4 You will not cause or permit any act or omission which will invalidate the insurance policy covering the Company Property.

2. IT and Monitoring 

2.1 You agree to comply with any electronic communications systems or similar policy from time to time in force.

2.2 Our systems enable us to monitor telephone, email, voicemail, internet and other communications. In order to carry out its legal obligations as an employer (such as ensuring your compliance with the Company's IT related policies), and for other business reasons, we may monitor use of systems including the telephone and computer systems, and any personal use of them, by automated software or otherwise. Monitoring is only carried out to the extent permitted or as required by law and as necessary and justifiable for business purposes.

3. Confidential Information and Data Protection

3.1. You are responsible for ensuring the security of Confidential Information in your home. In particular, you undertake to:

(a) lock your computer terminal whenever it is left unattended;

(b) ensure any wireless network used is secure;

(c) keep all papers in filing cabinets that are locked when not in use; and

(d) comply with applicable data protection legislation and our Data Protection and Information Gathering Policy, Information Security Policy and Employee Privacy Notice which we may issue from time to time regarding the retention and processing of personal data.

4. Health and Safety

You agree to comply with all health and safety guidelines and instructions which we may give to you from time to time and to complete without delay all health and safety questionnaires that we may send to you from time to time.

EX1A-6 MAT CTRCT

Offer of Employment 

Date: April 19, 2021
Reference: OOE2637901

Subject: Offer of Employment with NDB, Inc.

Strictly Private & Confidential

To be Read by Addressee Only

Dr. Toktam Nezakati

300 Beale St APT 615
San Francisco,
CA 94105

04/19/2021

Dear  Dr. Toktam Nezakati 

Offer of Employment with NDB, Inc. (the “Company”)

Further to our discussions, I am writing to confirm our desire to offer you a position of employment with NDB, Inc.. I am pleased to offer you the position of Chief Business Developer.

Your employment with us will be on the terms and conditions set out in more detail in a contract of employment which will be sent to you in due course. So far as there is any inconsistency between the terms of this letter and the employment contract, the terms of the employment contract will prevail.

Main terms

1. Start Date. It is intended that your employment with the Company will commence on 19^th of April 2021. 

2. Compensation.  The Company will compensate you by granting an option to enquire the common stock of the Company. 

3. Stock Options. Details of your stock options will be sent to you by separate letter.

4. Probationary period and notice. Your employment will be subject to satisfactory completion of a 3-month probationary period during which your employment may be terminated on 2 weeks’ notice.  Following successful completion of your probationary period you will be entitled to receive or required to give a minimum of 2 months’ notice to terminate your employment.

5. Place of work.  Your place of work will initially be at your home address until such time as the Company establishes permanent office premises, at which point the Company reserves the right to move your normal place of work to those premises. You may be required to travel both within and outside of the United states as shall be necessary for the proper performance of your duties.

Conditions

This offer is subject to the following conditions:

a) all information supplied by you to the Company being true and complete;

b)  you signing and returning a contract of employment (which we will send to you in due course);

c) you producing to us your passport or such other documentation as we may require evidencing your right to remain and work in the United States (which we shall then copy and return to you). 

d) this offer will automatically lapse and be of no effect if any of the above conditions are not satisfied or it becomes clear to the Company that the condition will not be satisfied prior to the commencement of your employment.

Data Protection

If you choose to accept this offer, going forwards, we will handle your personal data in accordance with our Staff Privacy Notice. However, if you choose not to accept this offer, we will usually retain your personal data for a limited period (and in accordance with our (Data Retention Policy) and then destroy/delete any personal data we currently hold about you within six months from the later of the date of this letter or your rejection of the offer. On reviewing the data to destroy/delete it, we may determine to retain a record of your name, the position applied for and date of application for a period of two (2) years.  In some circumstances we may anonymize your personal information so that it can no longer be associated with you, in which case we may use such information without further notice to you.

Acceptance

It is not our intention that you should breach any contractual obligations to any third party, such as a restriction imposed by a current or former employer.  By accepting this offer you warrant that you will not commit any such breach by accepting this offer or performing your obligations for the Company.

You further warrant and agree that:

a) you will not be accepting this offer in reliance on any representation not expressly set out in this offer letter; and

b) you have no previous convictions and have not previously been reported for or been subject to investigation for bribery related offences, including without limitation, offences under the Penal Code of California.

We very much hope that you will accept this offer and join us.  If you wish to do so, please sign the enclosed copy of this letter and return it to me.  Your full contract of employment will follow in due course and your employment is conditional upon signature of that contract.

As you will appreciate, it is helpful for us to have your response as soon as possible and therefore this offer is open for you to accept until 04/19/2021 at which time it will lapse without further notice being given to you. 

I look forward to hearing from you and please do not hesitate to contact me should you require any further information or wish to talk through any matter in more detail. 

Yours sincerely
 

/s/ Nima Golsharifi

Dr. Nima Golsharifi
Chief Executive Officer
For and on behalf of NDB, Inc.
Date: 04/19/2021

_______________________________________________________________________

I accept the offer of employment on the terms and conditions set out in this letter and which I understand will be subject to terms and conditions set out in more detail in a contract of employment.  

Name:            Dr. Toktam Nezakati
Signed:           /s/ Toktam Nezakati………………………
Date:              04/19/2021..………………………………

EX1A-6 MAT CTRCT

Chief Communication Officer

Date:  July 12, 2021
Reference: ICA100114

This Agreement (the “Agreement”) is made effective as of the 12^th day of July 2021 by and between.

NDB, Inc. (hereinafter referred as the “Company”), with its registered address at 50 California Street, Suite 1500 San Francisco, California, 94111, USA

And.

Andrew Matthews (hereinafter referred as the “Officer”), with the registered address at Alameda das Salvias #40, Itu, Sao Paulo, Brasil CEP: 13308-622.

Each party may be individually referred to herein as a “Party” or collectively as the “Parties”.

WHEREAS: Subject to the terms and conditions of this Agreement, including Exhibit A hereof, the Company hereby engages the Officer as an independent contractor to perform the services set forth herein, and the Officer hereby accepts such engagement. 

WHEREAS: Company is of the opinion that the Officer has the necessary qualifications, experience and abilities to provide services to the Company. 

NOW, THEREFORE, IN CONSIDERATION OF the mutual agreement hereinafter contained, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged the parties hereto, intending legally to be bound hereby, agree as follows:

1. ENGAGEMENT OF SERVICES

1. Services. Subject to the terms of this Agreement and using his own means and methods, Officer will render the services set forth in the attached Statement of Work (“SOW”), which may be added to or amended from time to time (collectively, the “Services”).
2. Performance of Services. All Services will be rendered to the best of Officer’s ability and in a timely and professional manner, in compliance with all standards and rules reasonably established by Company from time to time, except that, Officer will at all times determine the method and means of Officer’s performance. Officer will bring to the immediate attention of Company any instance Officer believes this provision is not being adhered to. 
3. Professional Capacity. Officer is a professional who uses his or her own professional and business methods to perform Services. The Officer has not and will not receive training from the Company regarding how to perform the Services.
4. Compliance with Laws. Officer will comply with all applicable laws, ordinances, rules and regulations, now or in effect in the future, in Officer’s performance of the Services.
5. Company Policies. Officer agrees to abide by and comply with such corporate policies as are from time to time made applicable to Officer, so long as the Company provides notice to Officer of the terms and conditions of such policies and that such compliance is required.
6. Group Company. “Group Companies” shall mean any firm, company, corporation or other organization which is directly or indirectly controlled by the Company. The term “Company” as defined on the initial page of this Agreement shall also mean “Group Companies” for the purposes of this Agreement. 
7. Reports. The Company may request that project plans, progress reports and a final result report to be provided by Officer on a daily or weekly or other periodic basis orally or in writing. A final results report may be due, at Company’s request, at the conclusion of the Agreement and shall be submitted to the Company in a confidential written report at such time. The plans, progress reports, and results reports shall be in such form and setting forth such information and data as is reasonably requested by the Company.

2. COMPENSATION

1. The following shall serve as compensation to the Officer: (a) Company will compensate Officer for the Services as stated in, and subject to all the terms and conditions of, five thousand and eight hundred and thirty United States Dollar $5,830) per month under this Agreement. Officer acknowledges and agrees that he shall not be entitled at any time to any additional compensation for the Services. (b) Expenses. During the Term, the Officer shall bill the Company and the Company shall reimburse the Officer for certain pre-approved out-of-pocket expenses which are incurred in connection with the performance of the Services hereunder. Notwithstanding the foregoing, costs for the time spent by Officer in traveling to and from Company facilities and events shall not be reimbursable unless otherwise agreed to in writing by Company.
2. Invoice. The Company will be invoiced on 25^th day of each month. Invoices submitted by the Officer are due within 5 days of receipt.
3. Taxes. The Officer will be responsible for all other taxes (including interest and penalties) or fees arising from transactions and documentation of transactions under the Agreement. Officer will provide Company with any forms, documents, or certifications as may be required for Company to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.

3. TERM

1. Term. This agreement shall be from July 12, 2021 through July 12, 2022, unless earlier terminated as provided herein, or unless extended by mutual agreement expressly in writing by the parties prior to the expiration of the Term.

4. TERMINATION

1. By Company. Company may terminate the contract at any time, without cause, by giving 30 days written notice to the Officer.
2. By Company. The Company may terminate this Agreement immediately, without advance notice, for Cause. For purposes of this Agreement, “Cause” shall mean: The Officer (a) is convicted of any crime or offense, (ii) fails or refuses to comply with the written policies or reasonable directive of the Company after being provided written notice and 5 days’ opportunity to cure such noncompliance, (iii) is guilty of serious misconduct in connection with performance hereunder, or (iv) materially breaches provisions of this Agreement.
3. By Officer. Officer may terminate the Agreement at any time, without cause, by giving 30 days written notice to the Company.
4. By Both Parties. The Company and Officer may terminate the Agreement at any time, effective immediately, by mutual assent of the Company and Officer.
5. Compensation Following Termination. In the event this Agreement is terminated by the Company prior to completion of Services, but where the Services partially performed, the Officer will be entitled to pro rata payment of the compensation to the date of termination provided that there has been no breach of Agreement on the part of the Officer.
6. Rights Upon Termination. If this Agreement is terminated while work is in progress under the Agreement, the parties agree that all right, title, and interest in Work Product conceived or developed by Officer alone or with others in connection with the provision of Services as of the date of termination will be deemed assigned to Company.
7. Return of Company Property and Documents. Officer agrees that upon expiration or termination of this Agreement, for any cause whatsoever, Officer will return to the Company all equipment, hardware, software, materials, manuals, instructions, procedures, drawings, notes, memoranda, specifications, devices, formulas, lists, and other documents or property, together with all copies thereof which were provided to Officer by or produced or developed by Officer for the Company. Officer further agrees that any property situated on the Company's premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. Prior to leaving, the Officer will cooperate with the Company in completing and signing the Company's termination statement.
8. Force Majeure. Neither Party shall be held liable for failure to perform its contractual obligations if said failure results from an event of Force Majeure, which is understood to be any unpreventable event beyond the control of the parties ("Force Majeure"), including but not limited to: natural disasters, flood, fire, explosion, shortage of power, shortage of raw materials, labour conflicts, transportation difficulties, public unrest, strikes, wars, riots, sabotage, perils of sea, act of god, governmental action, legal restrictions or regulations, national defence requirements, actions of consumers or other pressure groups. For the avoidance of doubt, the COVID-19 pandemic does not constitute a force majeure event. In the event that Force Majeure shall continue for a period of ninety (90) days from the date the Party claiming relief due to Force Majeure gives the other Party notice thereof, the Party not claiming such relief shall have the right to terminate this Agreement by furnishing written notice to the Party claiming Force Majeure relief, with termination effective upon the expiration date of such ninety (90) day period.

5. RELATIONSHIP OF PARTIES

1. Relationship. The Company and Officer each expressly agree and understand that they are creating an independent contractor relationship, and that Officer shall not be considered an employee of the Company for any purpose. The Company will not provide fringe benefits, including health insurance benefits, paid or unpaid leave, sick day, retirement, or any other benefits provided by the Company.
2. Competitors. During the Term of this Agreement, Officer shall not undertake any work with any of the Company’s competitors. The determination of which businesses constitute “competitors” of Company shall be solely within the exclusive discretion of the Company. 
3. Notice. Officer will notify the Company immediately if, during the Term, Officer engages, in the performance of services for any competitor of the Company, or any vendor to or customer of the Company. If Officer performs services, whether as an employee or an Officer, for a competitor of Company during the Term of this Agreement, Company may terminate this Agreement immediately and without further obligations. 
4. Office shall devote the whole working time and attention to his duties and will not, without prior written consent of the Company directly or indirectly hold any office in or be employed or engaged by or concerned or interested in any capacity (whether paid or unpaid) in any other business or undertaking which is similar to or competitive with that of the Company or Group Companies and/or any of the Company’s suppliers and/or costumers. 
5. Officer shall comply with all the Company’s policies, procedures, rules, and regulations, both written and oral, as are announced by the Company from time to time.
6. Should the Company consent to the Officer’s working for another employer during his placement under this Agreement, the Officer is required to give the Company such information as it may reasonably require from time to time regarding the Officer’s working time and related arrangements with the other employer to enable it to satisfy itself that such work would not in any way diminish or restrict performance of Officer’s duties under this Agreement. 

6. EQUIPMENT.

1. Equipment. Officer has no equipment provided by the Company. Officer shall be responsible for furnishing, at his or her expense, all equipment and supplies necessary for the provision of his or her Services hereunder.
2. Working Time. The Officer shall devote the whole working time, starting from 09:00 am to 18:00 pm Sao Paulo time with one hour break between 12:00 to 13:00 pm Sao Paulo time, to his duties as specified in this Agreement. 
3. Office. Officer is not required to be online on the Company’s platform called PRAGLI during the working time referenced above. However, if communication with other team members becomes necessary during working hours, Officer’s presence at virtual meeting mediums will be effective and mandatory. Also, if the Officer has a scheduled virtual or physical meeting, that will be a priority, and Officer may not be disturbed. Officer presence in guiding and training the Company’s marketing and public relations team are always required.
4. Place of Work: Officer’s place of work will initially be at Officer’s home address until such time as the Company establishes permanent office premises, at which point the Company reserves the right to move Officer’s normal place of work to those premises. Officer will be required to travel both within and outside of Brazil as shall be necessary for the proper performance of Officer’s duties.
5. Hubstaff. Officer is not required to be registered on Hubstaff system. 

7. CONFIDENTIALITY.

1. Confidential and Proprietary Information.  In the course of performing the Services, the Officer will be exposed to confidential and proprietary information of Company and/or Group Companies. “Confidential Information” shall mean any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to development and plans, marketing strategies, finance, operations, systems, proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, data, databases, inventions, know-how, trade secrets, customer lists, customer relationships, customer profiles, supplier lists, supplier relationships, supplier profiles, pricing, sales estimates, business plans and internal performance results relating to the past, present or future business activities, technical information, designs, processes, procedures, formulas or improvements, which Client considers confidential and proprietary. Officer acknowledges and agrees that the Confidential Information is a valuable property of Company and/or Group Companies, developed over a long period of time at substantial expense and that it is worthy of protection. 
2. Confidentiality Obligations. Except as otherwise expressly permitted in this Agreement, Officer shall not disclose or use in any manner, directly or indirectly, any Confidential Information either during the term of this Agreement or at any time thereafter, except as required to perform the Services or with Company’s prior written consent.
3. Rights in Confidential Information.  All Confidential Information disclosed to Officer by the Company or Group companies (i) is and shall remain the sole and exclusive property of the Company, and (ii) is disclosed or permitted to be acquired by Officer solely in reliance on Officer’s agreement to maintain the Confidential Information in confidence and not to use or disclose the Confidential Information to any other person. Except as expressly provided herein, this Agreement does not confer any right, license, ownership or other interest in or title to the Confidential Information to Officer.
4. Irreparable Harm. Officer acknowledges that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which damages would not be an adequate remedy.  Accordingly, in addition to any other legal remedies which may be available at law or in equity, the Company shall be entitled to equitable or injunctive relief against the unauthorized use or disclosure of Confidential Information. The Company shall be entitled to pursue any other legally permissible remedy available as a result of such breach, including but not limited to, damages, both direct and consequential. In any action brought by the Company under this Section, the Company shall be entitled to recover its attorney’s fees and costs from the Officer.  
5. Required Disclosure. Nothing in this Agreement will prohibit the Officer from disclosing Confidential Information if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that Officer shall: (i) give the Company prompt notice of such Required Disclosure prior to disclosure; (ii) cooperate with the Company in the event that it elects to contest such disclosure or seek a protective order with respect thereto; and (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure. 
6. Use of Confidential Information. At all times, both during and after termination of this Agreement, Officer will keep in confidence and trust and will not use or disclose any Proprietary Information or anything relating to it without the prior written consent of the Company.

8. INTELLECTUAL PROPERTY RIGHTS

1. Intellectual Property. Intellectual Property shall mean a trademark, business name, design right, patent, trade secret, know-how, service mark, rights in or to confidential information, and any right which is related to or is useful in connection with the company business and/or which the Officer invents, creates, develops or gains (whether alone or jointly with any other person) during the course of engagement. “Intellectual Property rights” shall also include, but is not be limited to, domain names, copyrights, ideas, techniques, inventions (whether patentable or not), and/or any other information of any type relating to designs, configurations, toolings, documentation, recorded data, schematics, circuits, mask works, layouts, source code, object code, master works, master databases, algorithms, flow charts, formulae, works of authorship, mechanisms, research, manufacture, improvements, assembly, installation, intellectual property including patents and patent applications, and the information concerning the Company’s actual or anticipated business, research or development, or which is received in confidence by or for the Company from any other person.
2. Assignment of Work Product. The Parties agree that all Work Product, information or other materials created and developed by Officer in connection with the performance of the Services under this Agreement and any resulting intellectual property rights are the sole and exclusive property of the Company.  The Work Product includes, but is not limited to all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables. The Officer agrees to assign, transfer and convey, and hereby assigns transfers, and conveys, to the Company (or to such of its affiliated entities as Company may designate) or Group Companies, its successors and assigns all right, title and interest in and to the Work Product, including but not limited to, all rights in and to any inventions and designs embodied in the Work Product or developed in the course of Officer’s creation of the Work Product. The Officer retains no right to use the Work Product and agrees not to challenge the validity of the Company’s or Group Companies’ ownership in the Work Product. The foregoing assignment includes a license under any current and future patents owned or licensable by Officer as necessary to combine the Work Product or any derivative works thereof with any product, service, offering, software or intellectual property of Company. Officer, will, without additional consideration or payment, review and execute any documents in connection with such assignment or otherwise relating to the perfecting of Company’s Proprietary Rights in the Work Product, as Company or Company may reasonably request.
3. Work for Hire. The Parties acknowledge that the Work Product shall, to the extent permitted by law, be considered a “work made for hire” within the definition of Section 101 of the Copyright Act of 1976, as amended, (the “Copyright Act”) and that the Company is deemed to be the author and is the owner of all copyright and all other rights therein. The Company shall be considered the author of such Work Product for purposes of copyright and shall own all the rights in and to the copyright of such Work Product, and only Company shall have the right to obtain a copyright registration on the same which Company may do in its name, its trade name, or the name of its nominee(s).
4. Use of Name. The Company or Group Companies will be entitled to use the Officer’s name and/or likeness used in advertising and other materials.

9.  INSURANCE

Officer acknowledges his or her obligations to obtain appropriate insurance coverage for his or her own benefit. Officer waives any rights to recovery from the Company for any injuries that the Officer may sustain while performing services under this Agreement and that are a result of the negligence of the Officer.

10. INDEMNIFICATION

Officer agrees to indemnify and hold harmless the Company and/or its subsidiaries, affiliates and their respective directors, officers, employees, agents, successors and assigns (Company Indemnified Parties”) from all claims, losses, expenses, fees including attorney fees, costs, and judgements arising from any breach of Officer’s obligations, representations, or warranties under this Agreement, including any allegation or claim of infringement or misappropriation of any foreign or United States patent, copyright, trade secret, or other proprietary right in results.

11. REPRESENTATION AND WARRANTIES BY COMPANY

1.        The Company hereby represents and warrants to Officer that all of the services to be provided by Officer are lawful. Further, the Company represents and warrants to Officer that, as of the date of this Agreement: (a) Organization and Corporation Power. The Company is a C-corporation duly organized, validly existing, and in good standing under the laws of the State of California; and has all required corporate power and authority to own its property and to carry on its business as now being conducted, to enter into this Agreement and to carry out the transactions contemplated hereby. (b) Authorization. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, violate any provision of any charter, articles of incorporation, by-law, mortgage, lien, lease, agreement, contract, instrument, order judgment, or decree to which the Company is a party, or by which it is bound, and will not violate any other restriction of any other kind or character of which Company is subject.

12. REPRESENTATION AND WARRANTIES BY OFFICER

Officer has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of the obligations in this Agreement.

13. RELEASE

Officer acknowledges and agrees that he or she releases (i.e., give up) all known and unknown claims that he or she presently have against Company, all current and former, direct and indirect parents, subsidiaries, brother-sister companies, and all other affiliates and related partnerships, joint ventures, or other entities, and, with respect to each of them, their predecessors and successors; and, with respect to each such entity, all of its past, present, and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs), and any other persons acting by, though, under or in concert with any of the persons or entities listed in this section, and their successors (Released Parties), except claims that the law does not permit him or her to waive by signing this Agreement

14. PROBATIONARY PERIOD

The first three months of engagement will be a probationary period to assess the Officer’s performance and conduct. At the end of the period, if the Officer’s performance and conduct are satisfactory, the Company will inform the Officer in writing that the Officer has successfully completed the probation. If the performance or conduct is not satisfactory, the Officer may be dismissed during or at the end of the probationary period without notice immediately. Alternatively, the probationary period may be extended at the Company’s discretion for a further specified period.

15. MISCELLANEOUS

1.        Entire Agreement. This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.
2.        Waiver of Breach. The waiver by the Company of a breach of any provision of this Agreement by Officer shall not operate or be construed as a waiver of any subsequent breach by Officer.
3.        Notices. Any notice or other communication given pursuant to this Agreement shall be in writing and shall be effective either when delivered personally to the Party for whom intended, or seven (7) days following deposit of the same into the mail (certified mail, return receipt requested, or first class postage prepaid), facsimile (with confirmation of delivery) or overnight delivery services (with confirmation of delivery), addressed to such Party at the address set forth on the initial page of this Agreement. Either Party may designate a different address by notice to the other given in accordance herewith.
4.        Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provisions of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.
5.        Survival. The provisions of Sections 4, 5, 7, 8, and 10 (as well as any other provision that reasonably should be interpreted as surviving this Agreement) will survive any termination expiration of the term of this Agreement.
6.        Applicable Law. This Agreement shall be governed by the laws of the State of California. Any dispute that may arise in connection with the interpretation or implementation of this Agreement shall be submitted exclusively to the Courts of California, only.
7.        Free Will. The contracting parties after having read all articles of the Agreement express their free will to sign this Agreement without any imposition or any kind of influence, and their signatures confirm this.

(Remainder of page intentionally left blank, signature page follows)

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. 

COMPANY

NDB, INC. 

Signature: /s/ Nima Golsharifi  
By: Dr. Nima Golsharifi  
Designation:  CEO
Date: 07/13/2021 

OFFICER

Signature: /s/ Andrew Matthews
By: Andrew Matthews
Designation: CCO
Date: 07/13/2021

EXHIBIT A

STATEMENT OF WORK

This Statement of Work (“SOW”) is incorporated into the Agreement by and between the Company and Officer (the “Agreement”). This SOW describes services to be performed and provided by Officer pursuant to the Agreement. If any item in this SOW is inconsistent with the Agreement prior to such incorporation, the terms of this SOW will control, but only with respect to the services to be performed under this SOW.

SCOPE OF WORK 

The Company and/or Group Companies as defined in section 1.6 of this Agreement wishes to engage the Officer as an independent contractor for the Company and/or Group Companies for the purpose of conducting regular, in-depth analyses of our Company's policies and processes to ascertain strengths and shortcomings, analysing and reformulating existing and promising business contracts to maximize turnover, scrutinizing the market to elucidate clients' needs, competitors' activities, and promising avenues that have not yet been explored to identify trends and set reasonable targets in exchange for the compensation set forth above. 

Officer shall be responsible for drafting short and long-term, actionable plans in consultation with the Directors, communicating strategies with staff to obtain their buy-in, training staff in appropriate techniques to support the utility of business strategies, reviewing Company’s progress using standardized metrics and compiling detailed reports that capture successes and opportunities.

The Officer is a key member of the marketing department, reporting directly to the management and will have interaction with all the members and department of the Company.

The Officer’s duties include maintaining a close relationship with the investors and planning Social Media’s campaigns as well as media and press coverages. The Officer needs to ensure the Company is able to share his visions and communicates the achievements and releases of different solutions worldwide.

Additionally, the Officer is a leader who communicates with the board, Stakeholders, Investors, NGOs, Public Institutions and communicates the corporate's mission, vision, values, and culture. 

The Officer’s work also includes, but is not limited to, the following: 

• Managing and sharing the Company’s newsletter and Internal reports;
• Craft and ensure high quality of multimedia content, including email announcements, press releases, messaging docs, monthly-newsletters, investor’s monthly/quarterly reports, CEO statements, website;
• Drafting websites contents for different products, solutions, and divisions;
• Develops Social Media and Press Releases strategies;
• Managing and updating information and engaging with users on Social Media platforms (Facebook, LinkedIn, and Twitter);
• High-impact media coverage on regular basis;
• Manage and develop a close Investors relationship;
• Leading the communications with investor during the fundraising stage;
• Develops and analyses metrics that showcase the company's coverage on the media, social media, newspapers;
• Running PR campaigns and delivering measurable results and meeting objective;
• Studying the organization's objectives, promotional policies, and needs to build public relations strategies that influence public opinion and promote products, ideas, and services;
• Providing strategic recommendations to the CEO and members of the executive management team;
• Build and strengthen media relations with media (across print, digital, and broadcast outlets). Monitor news cycles to identify opportunities for increasing coverage of the Company and Schedule and prep media interviews with Fellows and track total media coverage;
• Liaising with, and answering inquiries from media, individuals, and other organizations;
• Conferring with managers to identify trends and group interests and providing advice on business decisions;
• Manage the on-site event’s communication: pitching journalists and securing placements in print, broadcast, and online media;
• Bring analysis and insight into our market and ensure the Corporate has a robust mechanism for assessing our current market position and competitor analysis and use this to drive strategic decisions that ensure Works with multiple departments, such as Design, Human Resources, R&D, Compliance, and Administrations;
• Represents the Company in a way that enhances and maintains the Company’s reputation;
• Leading blockchain communications, relations, and engagements.  

WORK ORDERS

The parties intend that this Agreement shall govern all services that are performed by the Officer for the Company unless of course the parties specifically agree that this Agreement shall not apply in a separate written agreement signed by authorised representative of both Parties. The precise activities to be performed in each assigned task shall be included in separate “work orders” that need not be signed by both parties and need not have written form, unless it exceeds the scope of work or one of the parties request written work orders. Unless the work orders specify otherwise, the work orders shall be subject to the terms and conditions of this Agreement. 

DELIVERABLES AND SPECIFICATIONS 

Officer shall use its best efforts to meet any delivery dates for Deliverables outlined in the work order(s) and to deliver Deliverables to the Officer that conforms to the project specifications outlined in such Attachment(s). Officer warrants that the Services will be performed promptly, diligently and by all reasonable professional standards for similar services, by the individual executing this Agreement. Deliverables shall include all computer programming code (in both object and source code form) if applicable, scripts, all documentation, and other written material relative thereto, and all other materials, items, media called for by the specifications or any work order.

(Remainder of page intentionally left blank, signature page follows)

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. 

COMPANY

NDB, INC. 

Signature: /s/ Nima Golsharifi  
By: Dr. Nima Golsharifi  
Designation:  CEO
Date: 07/13/2021 

OFFICER 

Signature: /s/ Andrew Matthews
By: Andrew Matthews
Designation: CCO
Date: 07/13/2021

EX1A-6 MAT CTRCT

CARTA

333 Bush Street Floor 23, Suite 2300 San Francisco, CA 94104

Contract for NDB INC.

Subscription plan

Starter Subscription term: 12 months

 Billing frequency: 12 months

Core software fee
Security holders	Annual rate
1 - 25	$2,000.00
26 - 50	$3,500.00
51 - 75	$5,750.00
76 - 100	$8,000.00
101 - 125	$10,250.00
126 - 150	$12,500.00
151 - 175	$14,500.00
176 - 200	$16,250.00
201 - 300	$20,000.00
301 - 400	$23,000.00
401 - 500	$25,500.00
501 - 600	$28,000.00
601+ in increments of None	$0.00
Initial conversion	Total initial conversion fee
Subtotal	$2,800.00
Estimated tax	$0.00
Total amount due	$2,800.00
Customer payment terms Total amount to be charged to billing information on file.
Contract begins at time of electronic signature.

Included services

SEC Transfer Agent & Registrar Services Maintain source of truth for ownership. Security Issuances

The ongoing issuance of securities such as common stock, preferred stock, option grants, warrants and convertible notes.

Initial Conversion

Covers company setup on Carta platform and the conversion of paper securities to electronic versions, including up to 90 days of implementation assistance. If not completed within 90 days due to customer readiness, customer may be subject to an additional fee to complete remaining work, not to exceed 20% of the first years Annual fee.

Reporting

Standard reports included. Export transaction data to spreadsheets.

409A valuations

Valuations every 12 months or as needed for material updates, e.g, financings, and audit support.

Board Consents

Send board officers resolutions to approve option grants, 409As valuations, or any other resolution through the Carta platform

EX1A-6 MAT CTRCT

NDB Inc. Office Agreement

50 California Street, San Francisco, CA 94111, USA

Agreement terms

Start date: 12/16/2020 

EX1A-11 CONSENT

Al Abbasi Professional Accounting Services

CPA Professional Office

October 14, 2021

CONSENT OF INDEPENDENT AUDITOR

We consent to the use in the Offering Circular constituting a part of this Offering Statement on Form 1-A, as it may be amended, of our Independent Auditor’s Reports dated October 13, 2021 relating to the balance sheets of NDB, Inc. (the “Company”) as of December 31, 2019, December 31, 2020, and as of June 30, 2021, the related statements of operations, changes in stockholders’ Equity, and cash flows for the years then ended, and the related notes to the financial statements.

/s/ Amjad N. I. Abu Khamis

Amjad N. I. Abu Khamis

Certified Public Accountant, License # 08224 NH

Al Abbasi Professional Accounting Services 20
Portsmouth Avenue
Suite 1 PMB 1093 Stratham
NH 03885
amjad@alabbasicenter.com
603-607-7600

EX1A-12 OPN CNSL

SERGEI TOKMAKOV 

ATTORNEY AT LAW

www.TheCorporateAttorneys.com
Owner@TheCorporateAttorneys.com

302 Washington St #150-1719                                                                                                        
Tel: (747) 344-4474
San Diego, CA 92103 

October 14, 2021

Board of Directors
NDB, INC.
50 California Street Suite 1500
San Francisco, CA 94111
USA

Re:  Offering Circular on Form 1-A

Dear Board Members:

You have requested an opinion with respect to certain matters in connection with the filing by NDB, Inc. (the “Corporation”), of an Offering Circular on Form 1-A (as amended or supplemented, the “Offering Circular”) with the Securities and Exchange Commission (the “Commission”).  The Offering Circular is filed pursuant to Regulation A under the Securities Act of 1933, as amended (the “Act”).  

This opinion is submitted pursuant to the applicable rules of the Commission in connection with the qualification of the Offering Circular and the offering by the Corporation of up to 7,000,000 shares (the “Shares”) of Common Stock, par value $4.35 per share, as described in the Offering Circular.

In connection with this opinion, I have examined and relied upon the originals or copies certified or otherwise identified to my satisfaction, (a) of the Offering Statement and related Offering Circular; (b) the Certificate of Incorporation, as amended, and Bylaws, as amended, of the Corporation; (c) the agreements, instruments and documents pursuant to which the Shares were or are to be issued; (d) applicable provisions of the corporate laws of the State of California and published judicial and administrative interpretations thereof; (e) the form of Subscription Agreement; (f) and such corporate records, documents, certificates and other agreements and instruments as we have deemed necessary or appropriate to enable us to render the opinions hereinafter expressed. 

In the examination of documents for purposes of this opinion, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to me as originals, the conformity with the originals of all documents submitted to me as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to me as copies.

No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the Offering Statement or any portion thereof.

Based upon and subject to and limited by the foregoing, I am of the opinion that the Shares, when issued and sold in accordance with the terms and conditions contemplated by and upon the terms and conditions set forth in the Offering Circular, and upon receipt by the Corporation of the agreed upon consideration therefor, will be legally and validly issued, fully paid and non-assessable.

This opinion has been prepared for use in connection with the Offering Circular, and this opinion may not be relied upon for any other purpose without my express written consent. 

I hereby consent to the filing of this opinion as an exhibit to the Offering Circular.

Very Truly Yours,

/s/ Sergei Tokmakov

By: Sergei Tokmakov, Esq. CBN 279869