Nocera enters $100M equity purchase facility; amends existing SPA

On May 22, 2026, the Company and the SPA Buyer entered into a First Amendment to Securities Purchase Agreement (the "SPA Amendment"), to amend the Original SPA and provide that the use of net proceeds from the sale of the Notes at any Additional Closing (as defined in the Original SPA) would be used for (i) general corporate purposes and working capital, (ii) acquisitions, investments or other strategic transactions, and (iii) any other lawful corporate purposes.

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

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.