DISCLAIMER

This White Paper (the “White Paper” or “Paper”) has been prepared for use by New Green Deal Corporation (“NGD” or the “Company”) in connection with its proposed business plan. This paper is for informational purposes only and is being provided to assist interested parties in making their evaluation and for no other purpose. This paper may not be reproduced or redistributed in whole or in part without the prior written consent of NGD.

NGD makes no representation or warranty as to the accuracy or completeness of the information contained in this paper. This document is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in connection with the proposed business plan and is not intended to form the basis or any investment decision. You should consult your own legal, regulatory, and tax—business, financial and accounting advisors to the extent you deem necessary. You must make your own investment decision and perform your own independent investigation and analysis of an investment in the transactions contemplated in this paper.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE OR TERRITORIAL SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS INVESTMENT OPPORTUNITY OR DETERMINED IF THIS DOCUMENT IS TRUTHFUL OR COMPLETE.

Forward-Looking Statements

This paper includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward- looking statements may be identified by the use of words such as “estimate,” “project,” “forecast,” “intend,” “expect,”; “anticipate,” “believe,” “seek,” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include but are not limited to statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, expectations and timing related to the build-outs and capacity deployment, potential benefits of the transaction, and the potential success of NGD’s strategy. and expectations related to the terms and liming of the proposed business plan and related transactions.

These statements are based on various assumptions, whether or not identified in this paper, and on the current expectations of NGD’s management and are not predictions of the actual performance. These forward-looking statements are provided for illustrative purposes only. They are not intended to serve as and should not be relied on by any investor as a guarantee, assurance, prediction, definitive statement, fact, or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of NGD. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, legal, and regulatory conditions; the inability of the parties to successfully or timely consummate the proposed business plan, including a risk the approval of the stockholders of NGD is not obtained; failure to realize the anticipated benefits of the proposed business plan; risks relating to the uncertainty of the projected financial information with respect NGD; risks related to the rollout of NGD’s business and the timing or expected business milestones; risks related to NGD’s commercial partnerships; and/or regulation on NGD’s future business. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that NGD presently does not know or that NGD currently believes are immaterial that could cause actual results which differ from those contained in the forward­ looking statements. You should carefully consider the risks and uncertainties described herein.

Use of Projections

The financial projections, estimates, and targets in this paper are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond NGD’s control. While all financial protections, estimates, and targets are necessarily speculative, NGD believes that the projections or prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate, or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates, and targets. The inclusion of financial projections. estimates and targets in this paper should not be regarded as an indication that NGD or its representatives consider the financial projections, estimates, and targets to be reliable predictions of future events.

Regulations and Registrations

New Green Deal Corporation, which is organized under the laws of the State of Florida, is not a registered “Investment Company” under the Investment Company Act of 1940 (15 U.S.C. § 80a-8). As discussed herein, NGD investors partially recoup NGDE tokens validated, maintained, and transferred on a blockchain ledger system. At present, the Securities and Exchange Commission, Commodity Futures Trading Commission, and other potentially applicable regulatory authorities have not provided clear guidance on whether digital assets are securities, commodities, tangible property, and/or currency. Thus, NGD operates on the understanding that NGDE tokens are an asset rather than a security. It continuously monitors the regulatory, legislative, and judicial landscape and reserves the right to change its operating procedures and classifications as the law develops. This paper relates to a proposed business plan. This paper does not constitute an offer to sell or exchange, or represent the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale, or exchange would be unlawful prior to registration or qualification under the securities laws of any jurisdiction.

Use of Data

The data contained herein was derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections, modeling, or other information contained herein. Any data on past performance or modeling contained herein does not indicate future performance. NGD assumes no obligation to update the information in this paper.