Nocera signs strategic advisory deal with Phoenix MGMT; initial $150K retainer, $50K/mo, stock

NOCERA, INC.

Initial retainer $150K for first 30 days, then $50K/month; $50K in restricted shares per quarter.
Phoenix eligible for 5% transaction fee on mergers/acquisitions it introduces or materially advances.
Shares issued as compensation are unregistered, relying on Section 4(a)(2) exemption.
Initial term of 90 days, extendable by mutual written consent.
Either party may terminate for material breach with 15-day cure period.

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