Material Agreement (Form 8-K)

ITEM 1.01 Entry into a Material Definitive Agreement.

On September 15, 2025, Vestand Korea Company Limited ("Vestand Korea"), a newly formed wholly owned subsidiary of Vestand Inc. (the "Company") entered into a Share Purchase Agreement with Hyper Corporation for the purchase of 21,000 shares (the "Shares) of AI Mindbot Equity Union ("AI Mindbot") for an aggregate sum of KRW 8,499,981 or approximately USD $6,439,379 (the "Purchase Price"). Ten (10%) Percent of the Purchase Price was paid upon execution of the Share Purchase Agreement and the balance will be paid at closing which is anticipated to occur on or about November 7, 2025. Upon the closing of the transaction Vestand Korea will become the controlling shareholder of AI Mindbot and is expected to own in excess of Eighty (89%) Percent of its equity. To the knowledge of the Company, AI Mindbot is the largest shareholder of Xcure Corp., a company traded on Kosdaq, which provides smart card and mobile security platform technology in South Korea and internationally.

The Share Purchase Agreement contains representations and warranties from both parties regarding existence, legal capacity, approvals and compliance with law and regulations, absence of breaches, ownership of the Shares free and clear of liens and encumbrances, and sufficiency of funds.

If any party fails to perform its obligations under the Share Purchase Agreement, the other party may terminate the agreement and seek damages after written notice and a seven (7) day period to cure such failure. Damages shall be equal to the initial deposit unless otherwise determined.

The Share Purchase Agreement also contains confidentiality obligations for both parties. It is governed by the laws of the Republic of Korea and exclusive jurisdiction is in the Seoul Central District Court.

On September 15, 2025, Hyper Corporation and Vestand Korea entered into a Supplementary Agreement. Pursuant to the agreement, at the extraordinary shareholders' meeting of Xcure Corp. scheduled for November 7, 2025, four out of the seven current directors will be replaced with individuals designated by Vestand Korea.

The Share Purchase Agreement (Exhibit 10.1) and Supplementary Agreement (Exhibit 10.2) are attached to this Current Report on Form 8-K, and the disclosures herein are summaries only and are qualified in their entirety by reference to the agreements.