Insider Trading Policy

Purpose

This Insider Trading Policy ("Policy") of Nuclear Diamond Batteries, Inc. ("NDB" or the "Company"):

• • Prohibits insider trading in Company securities
• • Establishes procedures to prevent inadvertent violations of securities laws
• • Protects the Company and its personnel from legal liability
• • Maintains the integrity of the Company's securities and the market
• • Preserves the Company's reputation for ethical conduct

Applicability

This Policy applies to:

• • All directors, officers, and employees of the Company
• • Consultants, contractors, and advisors with access to material non-public information
• • Family members, household members, and entities controlled by covered persons
• • Any person to whom covered persons disclose material non-public information

Legal Framework

This Policy is based on federal securities laws, including Section 10(b) of the Securities Exchange Act of 1934, SEC Rule 10b-5, and Section 16 of the Exchange Act. Violations of these laws can result in both civil and criminal penalties.

Material Information

Information is "material" if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision, or if the information would likely affect the market price of the Company's securities.

Examples of potentially material information include:

• • Financial results, earnings guidance, or significant changes in financial condition
• • Mergers, acquisitions, divestitures, or joint ventures
• • Major contracts, partnerships, or customer relationships
• • New products, technologies, or significant R&D developments
• • Regulatory approvals, licenses, or significant regulatory actions
• • Changes in senior management or Board composition
• • Stock splits, dividends, or changes in dividend policy
• • Significant litigation or regulatory investigations
• • Cybersecurity incidents or data breaches
• • Changes in auditors or accounting policies
• • Bankruptcy or financial distress

Non-Public Information

Information is "non-public" until it has been effectively communicated to the marketplace. Information is considered public only after it has been widely disseminated through:

• • Press releases distributed through major news services
• • SEC filings available on EDGAR
• • Presentations or webcasts accessible to the public

As a general rule, information should be considered non-public until at least two full trading days after public disclosure.

Insider Trading

Insider trading occurs when a person:

• • Buys or sells securities while in possession of material non-public information, or
• • Communicates ("tips") material non-public information to others who then trade on that information

Both the person who trades and the person who tips can be liable for insider trading violations.

Company Securities

This Policy applies to all transactions in Company securities, including:

• • Common stock and preferred stock
• • Options, warrants, and convertible securities
• • Derivative securities (puts, calls, swaps, etc.)
• • Any other securities that derive their value from Company securities

Prohibited Transactions

Short Sales

Short sales of Company securities are strictly prohibited. Short sales evidence an expectation that the securities will decline in value and may signal a lack of confidence in the Company.

Publicly Traded Options

Transactions in put options, call options, or other derivative securities involving Company securities are prohibited. This prohibition does not apply to Company-issued stock options or other equity awards.

Hedging Transactions

Hedging or monetization transactions, including prepaid variable forwards, equity swaps, collars, and exchange funds, are prohibited. These transactions allow a person to lock in value while continuing to own securities, which may reduce alignment with shareholder interests.

Margin Accounts and Pledging

Directors and executive officers may not hold Company securities in margin accounts or pledge Company securities as collateral for loans without prior approval from the Board of Directors. Margin purchases and pledging create risks of forced sales that could negatively impact the stock price.

Speculative Trading

Covered persons should not engage in short-term or speculative trading of Company securities. Frequent trading may create the appearance of trading on inside information.

Tipping Prohibition

Covered persons may not:

• • Disclose material non-public information to anyone outside the Company, except as required for legitimate business purposes
• • Recommend or suggest that anyone buy or sell Company securities based on material non-public information
• • Assist anyone in trading on material non-public information

Even if you do not trade yourself, you can be liable for insider trading if you tip information to others who trade.

Trading in Other Companies' Securities

This Policy also prohibits trading in securities of other companies while in possession of material non-public information about those companies obtained through your relationship with NDB. This includes information about customers, suppliers, partners, or potential acquisition targets.

Who Must Pre-Clear

The following persons must obtain pre-clearance before any transaction in Company securities:

• • All directors and executive officers
• • All employees designated as "insiders" by the Company
• • Any other person designated by the General Counsel

Pre-Clearance Process

To obtain pre-clearance:

1. Submit a Pre-Clearance Request Form to the General Counsel at least two business days before the proposed transaction
2. Specify the type of transaction (buy, sell, gift, etc.) and the number of securities involved
3. Certify that you are not in possession of material non-public information
4. Wait for written approval before executing the transaction
5. Complete the transaction within five business days of receiving approval

Approval and Denial

The General Counsel will review pre-clearance requests and may:

• • Approve the transaction
• • Deny the transaction
• • Approve the transaction subject to conditions

Denial of pre-clearance does not necessarily mean that the person possesses material non-public information. The General Counsel is not required to provide reasons for denial.

Exceptions to Pre-Clearance

Pre-clearance is not required for:

• • Exercises of stock options (but pre-clearance is required for sales of shares acquired upon exercise)
• • Vesting of restricted stock units (but pre-clearance is required for sales of vested shares)
• • Purchases under employee stock purchase plans with previously established payroll deductions
• • Transactions under pre-approved Rule 10b5-1 trading plans

Quarterly Blackout Periods

Directors, executive officers, and designated insiders may not trade in Company securities during quarterly blackout periods:

• • Beginning on the 15th day of the last month of each fiscal quarter
• • Ending two full trading days after the public release of quarterly earnings

For example, if the fiscal quarter ends March 31, the blackout period begins March 15 and ends two trading days after the earnings release (typically in late April or early May).

Event-Specific Blackout Periods

The Company may impose additional blackout periods when material events occur, such as:

• • Pending mergers, acquisitions, or divestitures
• • Significant financing transactions
• • Major product launches or regulatory approvals
• • Material litigation or regulatory developments

Affected persons will be notified of event-specific blackout periods by the General Counsel.

Exceptions to Blackout Periods

The following transactions are permitted during blackout periods:

• • Transactions under pre-approved Rule 10b5-1 trading plans
• • Exercises of stock options that will expire during the blackout period (but not sales of acquired shares)
• • Transactions approved by the General Counsel due to financial hardship or other exceptional circumstances

Rule 10b5-1 Trading Plans

Directors, officers, and employees may establish written trading plans that comply with SEC Rule 10b5-1. These plans provide an affirmative defense against insider trading liability by:

• • Establishing a pre-determined trading schedule before possessing material non-public information
• • Specifying the amount, price, and timing of transactions
• • Prohibiting the person from exercising influence over transactions

All Rule 10b5-1 plans must be pre-approved by the General Counsel and must include a cooling-off period before the first trade can occur.

Civil Penalties

The SEC can impose civil penalties for insider trading violations:

• • Disgorgement of all profits gained or losses avoided
• • Civil penalties up to three times the profit gained or loss avoided
• • Injunctions prohibiting future violations
• • Officer and director bars prohibiting service as an officer or director of a public company

Criminal Penalties

Insider trading is a federal crime that can result in:

• • Criminal fines up to $5 million for individuals
• • Prison sentences up to 20 years
• • Criminal fines up to $25 million for companies

Company Disciplinary Action

Violations of this Policy will result in disciplinary action by the Company, which may include:

• • Termination of employment or service
• • Forfeiture of unvested equity awards
• • Clawback of compensation
• • Referral to law enforcement authorities
• • Civil litigation to recover damages

Company Liability

The Company can be held liable for insider trading by its employees if it fails to take reasonable steps to prevent violations. This is why compliance with this Policy is critical for protecting both individuals and the Company.

Reporting Violations

If you become aware of a possible violation of this Policy, you must report it immediately to:

• • The General Counsel
• • The Chief Compliance Officer
• • The Company's Ethics Hotline
• • The Audit Committee (for violations by senior management)