Nocera, Inc. Enters into Strategic Advisory Agreement

Nocera, Inc. has entered into a Strategic Advisory Agreement with Phoenix MGMT & Consulting LLC. Phoenix will provide strategic advisory and execution support services on a non-exclusive basis for an initial term of ninety (90) days, with potential for extension. Compensation includes an initial retainer of $150,000 for the first 30 days, followed by $50,000 per month. Additionally, Phoenix will receive $50,000 in restricted shares of the Company’s common stock per quarter, valued based on the five-day VWAP prior to issuance. A transaction fee of five percent (5%) of the transaction value is payable in 50% cash and 50% stock for any merger, acquisition, or joint venture introduced, structured, or materially advanced by Phoenix during the term. The shares issued to Phoenix are unregistered, relying on the exemption under Section 4(a)(2) of the Securities Act, with Phoenix representing itself as an accredited investor. The agreement also details termination clauses, confidentiality, non-circumvention, indemnification, and limitation of liability.