Vestand Inc. Financing Agreement

Vestand Inc. has entered into a Financing Agreement with Min Gan Zhe Investment Limited for an aggregate of $1,000,000. This includes a $500,000 equity investment in Class A Common Stock at $0.371 per share and a $500,000 non-convertible loan. The loan is secured by a loan receivable from Vestand Korea and bears an 8% annual interest rate, maturing on November 10, 2026. The company intends to use the proceeds for working capital, audit costs, SEC and Nasdaq compliance, operating expenses, professional fees, and debt obligations. The transaction is structured to avoid shareholder approval and Nasdaq notification requirements, with the equity issuance not exceeding 9.99% of outstanding stock. The agreement details customary representations, warranties, and closing conditions, with the transaction intended to close upon signing.