ContractNocera, Inc. • April 1st, 2022 • Agricultural prod-livestock & animal specialties • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
NOCERA, INC. CLASS C COMMON STOCK PURCHASE WARRANTNocera, Inc. • October 30th, 2019 • Blank checks • Nevada
THIS CLASS C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ______________ (the “Initial Issue Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nocera, Inc., a Nevada corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
NOCERA, INC. UNDERWRITING AGREEMENT [●] Firm UnitsUnderwriting Agreement • May 19th, 2022 • Nocera, Inc. • Agricultural prod-livestock & animal specialties • New York
Nocera, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Spartan Capital Securities, LLC (“Spartan Capital”) and Revere Securities LLC are acting as joint representatives (the “Representatives”), an aggregate of [●] units (the “Firm Units”), with each unit consisting of one share of common stock, par value $0.001 per share (the “Common Stock”) of the Company (the “Firm Shares”), and a warrant to purchase two shares of Common Stock, at an exercise price of $[●][1] per share and with a term of five (5) years (the “Firm Warrants”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, in the aggregate, up to [●] additional shares of Common Stock representing 15% of the Firm Shares sold in the offering from the Company (the “Option Shares”) and/or up to
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 16th, 2022 • Nocera, Inc. • Agricultural prod-livestock & animal specialties • New York
This WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) is dated as of August 11, 2022 between Nocera, Inc., a Nevada corporation (the “Company”), and Mountain Share Transfer, LLC., a Georgia limited liability company (the “Warrant Agent”).
NOCERA, INC. UNDERWRITING AGREEMENT 1,880,000 Firm UnitsUnderwriting Agreement • August 16th, 2022 • Nocera, Inc. • Agricultural prod-livestock & animal specialties • New York
Nocera, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Spartan Capital Securities, LLC (“Spartan Capital”) and Revere Securities LLC are acting as joint representatives (the “Representatives”), an aggregate of 1,880,000 units (the “Firm Units”), with each unit consisting of one share of common stock, par value $0.001 per share (the “Common Stock”) of the Company (the “Firm Shares”), and a warrant to purchase two shares of Common Stock, at an exercise price of $3.85 per share and with a term of five (5) years (the “Firm Warrants”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, in the aggregate, up to 282,000 additional shares of Common Stock representing 15% of the Firm Shares sold in the offering from the Company (the “Option Shares”) and/
Employment AgreementEmployment Agreement • August 4th, 2023 • Nocera, Inc. • Agricultural prod-livestock & animal specialties • Georgia
THIS AGREEMENT is made and entered into this 31st day of July 2023, (the “Effective Date”) between Nocera, Inc., a Nevada corporation (the “Company”), and Andy Jin (“Chief Executive Officer a/k/a Employee”).
ContractNocera, Inc. • October 19th, 2018
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("FEDERAL ACT") OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS CONTAINED THEREIN, AND IN PARTICULAR PARAGRAPH (13) OF SECTION 10-5-9 OF THE GEORGIA SECURITIES LAW. THIS WARRANT AND ANY SHARES ISSUED UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE FEDERAL ACT AND APPLICABLE STATE SECURITIES LAWS OR THE COMPANY IS SATISFIED THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractConsulting Agreement • March 23rd, 2022 • Nocera, Inc. • Agricultural prod-livestock & animal specialties • Nevada
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into and made effective as of December 31, 2021 (the “Effective Date”), by and between NOCERA, INC., a Nevada corporation (the “Company”), with its principal executive offices located at 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan, and HAN-CHIEH SHIH, an individual (the “Contractor”), with a residence located at [_TAIWAN_]. The Company and the Contractor may be referred to individually as a “Party” and collectively as the “Parties.”
AMENDED AGREEMENT AND PLAN OF MERGER (AMENDMENT NO. 1)Consulting Agreement • January 31st, 2019 • Nocera, Inc. • Blank checks • Georgia
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of December 27, 2018 with an effective date of December 31, 2018 (the “Effective Date”), by and among Nocera, Inc., a Nevada corporation, with its principal office at 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339 (“NOCERA”), Grand Smooth Inc Limited., a Hong Kong corporation (“GSI”), with its principal office at Flat B, 6th Floor, Teda Building, 87th Wing Lok Street, Sheung Wan, Hong Kong (“GSI”), and GSI Acquisition Corp., a newly-formed wholly-owned subsidiary of NOCERA, domiciled in Colorado (“Acquisition Sub”). Each of NOCERA, GSI and Acquisition Sub is referred to herein individually as a “Party,” or collectively as the “Parties.”
Equity Pledge AgreementEquity Pledge Agreement • February 6th, 2024 • Nocera, Inc. • Agricultural prod-livestock & animal specialties
This Equity Pledge Agreement (“Agreement”) is made and entered into in Shanghai, China (PRC) on January 31, 2024 by and among the following Parties:
English Translation) Guizhou Kaili Land-based Culture System Project contract Contract No.: DGSSC-XY20190623 1 Party A: Dongguan CIMC Intelligent Technology Co., Ltd. Address: Songshan Lake High-tech, Dongguan City Room A and B, Building 11, Zhongji...Nocera, Inc. • May 12th, 2020 • Blank checks
Party B: Guizhou Wanfeng Lake Smart Aquatic Technology Co., Ltd. Address: Building 5, Fatshan Resettlement Area, Fengdu Office, Xingyi City, Guizhou Province, Guizhou Province; Uniform Social Credit Code Registration No.: 91522300MA6ECG9C5H.
English Translation) Regional agency cooperation agreement Party A: Grand Smooth Inc Ltd (hereinafter referred to as Party A) Party B: Jieyu Development Co., Ltd. (hereinafter referred to as Party B)Nocera, Inc. • October 30th, 2019 • Blank checks
On the basis of the principle of equality, mutual benefit and common development and growth, both parties will reach the following agreement on the matter of Party B's agent in Party A in a designated area.
COMMON STOCK PURCHASE WARRANT NOCERA, INC.Common Stock Purchase Warrant • May 19th, 2022 • Nocera, Inc. • Agricultural prod-livestock & animal specialties • New York
THIS COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, ____________________, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [*], 2027[1] (the “Termination Date”) but not thereafter, to subscribe for and purchase from NOCERA, INC., a Nevada corporation (the “Company”), up to [*][2] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to e
Exclusive Call Option AgreementExclusive Call Option Agreement • September 12th, 2022 • Nocera, Inc. • Agricultural prod-livestock & animal specialties
This Exclusive Call Option Agreement (“Agreement”) is made and entered into in New Taipei City, Taiwan (R.O.C) on September 7, 2022 by and among the following Parties:
Xin Shui Hu Shares Purchase AgreementShares Purchase Agreement • June 6th, 2023 • Nocera, Inc. • Agricultural prod-livestock & animal specialties
Gui Zhou Grand Smooth Technology Ltd. (hereafter referred as “Party A”) will purchase 100% Stock of Zhe Jiang Xin Shui Hu Digital Information, Ltd. (hereafter referred as “Party B”), the parties hereby agree to enter the following terms for both parties to abide by (hereafter referred as “Contract”):
Variable Interest Entity Purchase AgreementVariable Interest Entity • September 12th, 2022 • Nocera, Inc. • Agricultural prod-livestock & animal specialties
Nocera, Inc. (hereafter referred as “Party A”) will purchase 80% controlling interest of Meixin Institutional Food Development Co., Ltd. owned by Shih, Han-Chieh (hereafter referred as “Party B”) through Variable Interest Entity agreements see exhibit A, the parties hereby agree to enter into the following terms for both parties to abide by (hereafter referred as “Contract”):
Equity Purchase AgreementEquity Purchase Agreement • April 16th, 2024 • Nocera, Inc. • Agricultural prod-livestock & animal specialties
Party A is a limited liability company established and effectively existing on November 13, 2018, in accordance with the "Company Law of the People's Republic of China" and other relevant laws and regulations. The registered capital is 2,100,000 US dollars; the legal representative is Song-Yuan Teng; the industrial and commercial registration number is 91522300MA6HCDW835.
Exclusive Call Option AgreementExclusive Call Option Agreement • February 6th, 2024 • Nocera, Inc. • Agricultural prod-livestock & animal specialties
This Exclusive Call Option Agreement (“Agreement”) is made and entered into in Shanghai, China (P.R.C) on January 31, 2024 by and among the following Parties:
English Translation) Regional agency cooperation agreement Party A: Grand Smooth Inc Ltd (hereinafter referred to as Party A) Party B: Jieyu Development Co., Ltd. (hereinafter referred to as Party B)Nocera, Inc. • May 12th, 2020 • Blank checks
On the basis of the principle of equality, mutual benefit and common development and growth, both parties will reach the following agreement on the matter of Party B's agent in Party A in a designated area.
FARMERS VENDING CO. LTD. PURCHASE AGREEMENTLtd. Purchase Agreement • September 30th, 2022 • Nocera, Inc. • Agricultural prod-livestock & animal specialties
This Purchase Agreement, dated September 26, 2022, is made between Yin-Chieh Cheng of Nocera, Inc. (“Seller”) and Chun-Chih Cheng of Farmer Vending Machine Co. Ltd. (“Purchaser”)
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 31st, 2018 • Nocera, Inc. • Blank checks • Georgia
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of December 27, 2018 (the “Effective Date”), by and among Nocera, Inc., a Nevada corporation, with its principal office at 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339 (“NOCERA”), Grand Smooth Inc Limited., a Hong Kong corporation (“GSI”), with its principal office at Flat B, 6th Floor, Teda Building, 87th Wing Lok Street, Sheung Wan, Hong Kong (“GSI”), and GSI Acquisition Corp., a newly-formed wholly-owned subsidiary of NOCERA, domiciled in Colorado (“Acquisition Sub”). Each of NOCERA, GSI and Acquisition Sub is referred to herein individually as a “Party,” or collectively as the “Parties.”
Xin Shui Hu Shares Purchase AgreementShares Purchase Agreement • June 7th, 2023 • Nocera, Inc. • Agricultural prod-livestock & animal specialties
Gui Zhou Grand Smooth Technology Ltd. (hereafter referred as “Party A”) will purchase 100% Stock of Zhe Jiang Xin Shui Hu Digital Information, Ltd. (hereafter referred as “Party B”), the parties hereby agree to enter the following terms for both parties to abide by (hereafter referred as “Contract”):
REGIONAL AGENCY COOPERATION SUPPLEMENTARY AGREEMENTRegional Agency Cooperation Supplementary Agreement • June 19th, 2020 • Nocera, Inc. • Blank checks
This is due to the outbreak of the new coronavirus disease (COVID-19) in 2020. The epidemic is severe and spread to the whole world. The severe economic recession affects all levels, resulting in delays in the business development of fish farm project. It also disrupted the original company's layout and expansion plan. After friendly consultations between the two parties, some content changes were made to the agency authorization fee, and the following agreement was reached as a supplementary contract. The remaining conditions are still based on the original contract (signed version on September 20, 2019), and both parties shall abide by them.
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • July 20th, 2022 • Nocera, Inc. • Agricultural prod-livestock & animal specialties • Nevada
This WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) is dated as of July ___, 2022 between Nocera, Inc., a Nevada corporation (the “Company”), and Mountain Share Transfer, Inc., a Georgia corporation (the “Warrant Agent”).
Employment AgreementEmployment Agreement • April 1st, 2024 • Nocera, Inc. • Agricultural prod-livestock & animal specialties • Georgia
THIS AGREEMENT is made and entered into this 5th day of January 2024 (the “Effective Date”) between Nocera, Inc., a Nevada corporation (the “Company”), and Feng-Hua (Howard) Chen (“Chief Operating Officer a/k/a Employee”).
Variable Interest Entity Purchase AgreementVariable Interest Entity Purchase Agreement • February 6th, 2024 • Nocera, Inc. • Agricultural prod-livestock & animal specialties
This VARIABLE INTEREST ENTITY PURCHASE AGREEMENT (Agreement), dated 2024, is made by between Shanghai Nocera Culture Co., Ltd. (“Purchaser”) and Zong Hui (“Seller”).
ADDENDUM TO THE EMPLOYMENT CONTRACT – Hsien-Wen YuNocera, Inc. • January 6th, 2022 • Agricultural prod-livestock & animal specialties
This Addendum supplements, revokes and/or supersedes inconsistent provisions of the Employment Agreement/Contract dated August 16, 2019.
Voting Rights Proxy AgreementVoting Rights Proxy Agreement • February 6th, 2024 • Nocera, Inc. • Agricultural prod-livestock & animal specialties
This Voting Rights Proxy Agreement (“Agreement”) is made and entered into in Shanghai, China on January 31, 2024 by and among the following Parties:
PURCHASE OF BUSINESS AGREEMENTPurchase of Business Agreement • December 2nd, 2022 • Nocera, Inc. • Agricultural prod-livestock & animal specialties
VARIABLE INTEREST ENTITY PURCHASE AGREEMENTVariable Interest Entity Purchase Agreement • September 30th, 2022 • Nocera, Inc. • Agricultural prod-livestock & animal specialties
This VARIABLE INTEREST ENTITY PURCHASE AGREEMENT (Agreement), dated September 26, 2022, is made by between Yin-Chieh Cheng of Nocera (“Purchaser”), Inc. and Han-Chieh Shih of iTake Inc. (“Seller”)
Voting Rights Proxy AgreementVoting Rights Proxy Agreement • September 12th, 2022 • Nocera, Inc. • Agricultural prod-livestock & animal specialties
This Voting Rights Proxy Agreement (“Agreement”) is made and entered into in New Taipei City, Taiwan (R.O.C) on September 7 , 2022 by and among the following Parties:
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • February 6th, 2024 • Nocera, Inc. • Agricultural prod-livestock & animal specialties
This Exclusive Business Cooperation Agreement (“Agreement”) is made and entered into in Shanghai, China (PRC) on January 31, 2024 by and among the following Parties:
EXCHANGE AGREEMENT, CONSENT, AND REPRESENTATIONSExchange Agreement • January 4th, 2021 • Nocera, Inc. • Agricultural prod-livestock & animal specialties • Nevada
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • November 16th, 2020 • Nocera, Inc. • Blank checks • Nevada
This Settlement Agreement and Release ("Agreement") is entered into by and between Guizhou Wan Feng Hu Zhi Shui Chan Company, Ltd., ("DOMESTIC COMPANY"), Nocera, Inc., a Nevada Corporation ("Company"), and Zhang Bi, ("BI"), and each party acknowledges receipt of full, fair, and adequate consideration for the covenants, releases and premises herein.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSCombined Financial Statements • September 20th, 2023 • Nocera, Inc. • Agricultural prod-livestock & animal specialties
On September 7, 2022, we entered into a series of contractual agreements (collectively, the “Meixin VIE Agreements”) with the majority stockholder (the “Selling Stockholder”) of Meixin Institutional Food Development Co., Ltd., a Taiwan corporation and a food processing and catering company (“Meixin”), and Meixin, of which we purchased 80% controlling interest of Meixin for $4,300,000. The Meixin VIE Agreements essentially confer control and management of Meixin as well as substantially all of the economic benefits of the Selling Stockholder in Meixin to us.
