WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 16th, 2022 • Nocera, Inc. • Agricultural prod-livestock & animal specialties • New York
This WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) is dated as of August 11, 2022 between Nocera, Inc., a Nevada corporation (the “Company”), and Mountain Share Transfer, LLC., a Georgia limited liability company (the “Warrant Agent”).
NOCERA, INC. UNDERWRITING AGREEMENT 1,880,000 Firm UnitsUnderwriting Agreement • August 16th, 2022 • Nocera, Inc. • Agricultural prod-livestock & animal specialties • New York
Nocera, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Spartan Capital Securities, LLC (“Spartan Capital”) and Revere Securities LLC are acting as joint representatives (the “Representatives”), an aggregate of 1,880,000 units (the “Firm Units”), with each unit consisting of one share of common stock, par value $0.001 per share (the “Common Stock”) of the Company (the “Firm Shares”), and a warrant to purchase two shares of Common Stock, at an exercise price of $3.85 per share and with a term of five (5) years (the “Firm Warrants”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, in the aggregate, up to 282,000 additional shares of Common Stock representing 15% of the Firm Shares sold in the offering from the Company (the “Option Shares”) and/
