Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On May 22, 2026, Nocera, Inc. (the "Company") entered into an Equity Purchase Facility Agreement (the "EPFA") with a certain institutional investor (the "Investor"), pursuant to which the Company has the right, but not the obligation, to issue and sell to the Investor, from time to time during a 24-month commitment period commencing on the date of the EPFA, up to $100,000,000 in aggregate amount of newly issued shares (the "Advance Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), subject to the terms and conditions set forth therein.

Subject to the terms and conditions of the EPFA, the Company, in its sole discretion, may from time to time deliver an advance notice (each, an "Advance Notice") directing the Investor to purchase a specified amount of Advance Shares at certain agreed upon pricing mechanisms. There are no mandatory minimum amount for each Advance or non-usages fee for not initiating Advances, however, each requested Advance may not exceed the Maximum Advance Amount (as defined in the EPFA).

The EPFA contains customary representations, warranties, covenants, conditions to closing and indemnification obligations of the parties. Among other limitations, the Investor's ownership of Common Stock at any time is limited to 4.99% of the outstanding Common Stock (the "Ownership Limitation"), which limit the Investor may, upon at least sixty-one (61) days' prior written notice to the Company, increase to 9.99%. In addition, unless and until the Company obtains stockholder approval in accordance with the rules of The Nasdaq Stock Market LLC ("Nasdaq"), the aggregate number of shares of Common Stock issuable under the EPFA may not exceed 19.99% of the outstanding Common Stock as of the date of the EPFA (the "Exchange Cap").

During the Additional Issuance Restricted Period (as defined in the EPFA), the Investor has a right of first refusal with respect to any Subsequent Placement (as defined in the EPFA) by the Company, and the Company is prohibited from entering into any Variable Rate Transaction (as defined in the EPFA), in each case subject to customary exceptions.

The EPFA will terminate upon the earliest to occur of (i) the 24-month anniversary of the date of the EPFA, (ii) the date on which the Investor has purchased Advance Shares with an aggregate purchase price equal to the full commitment amount, and (iii) the date on which the Company makes any material restatement of its financial statements for two (2) or more consecutive fiscal quarters, as further described in the EPFA.

Curvature Securities LLC is acting as placement agent in connection with the transactions contemplated by the EPFA.

The shares of Common Stock to be issued under the EPFA, will be offered and sold in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) thereof, as a transaction not involving any public offering. The Investor has represented that it is an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act) and that it is acquiring such securities for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof.

Registration Rights Agreement

In connection with the EPFA, on May 22, 2026, the Company and the Investor also entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which the Company agreed to file with the U.S. Securities and Exchange Commission (the "SEC") one or more registration statements (the "Registration Statement") covering the resale by the Investor of the Advance Shares issuable pursuant to the EPFA. The Company is required to file the initial Registration Statement within forty-five (45) calendar days following the date of the Registration Rights Agreement and to use its best efforts to cause the Registration Statement to become effective within ninety (90) calendar days following such filing.