AGREEMENT AND PLAN OF MERGERMerger Agreement • December 31st, 2018 • Nocera, Inc. • Blank checks • Georgia
Contract Type FiledDecember 31st, 2018 Company Industry JurisdictionThis Agreement and Plan of Merger (“Agreement”) is made and entered into as of December 27, 2018 (the “Effective Date”), by and among Nocera, Inc., a Nevada corporation, with its principal office at 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339 (“NOCERA”), Grand Smooth Inc Limited., a Hong Kong corporation (“GSI”), with its principal office at Flat B, 6th Floor, Teda Building, 87th Wing Lok Street, Sheung Wan, Hong Kong (“GSI”), and GSI Acquisition Corp., a newly-formed wholly-owned subsidiary of NOCERA, domiciled in Colorado (“Acquisition Sub”). Each of NOCERA, GSI and Acquisition Sub is referred to herein individually as a “Party,” or collectively as the “Parties.”