WF Holding Limited Standby Equity Purchase Agreement

WF Holding Limited has entered into a standby equity purchase agreement with an institutional investor allowing the investor to purchase up to $30,000,000 of the Company's ordinary shares over a 24-month period. The Company has the discretion to determine when and how much to sell, subject to certain conditions including a minimum share price of $0.10. As consideration for the commitment, the Company will issue 750,000 ordinary shares to the investor. The purchase price will be based on market prices, with a floor price of $0.10. The agreement includes customary representations, warranties, and covenants, and will terminate upon the full commitment amount being purchased or by mutual agreement. The shares are being offered under an effective shelf registration statement. Additionally, WF Holding Limited has entered into a placement agency agreement with Univest Securities, LLC, who will act as the exclusive placement agent, receiving a 5% cash fee and expense reimbursement. The placement agent also receives a right of first refusal for future investment banking services.