Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On January 22, 2026, AI Era Corp. (the "Company") entered into two separate Securities Purchase Agreements (each, an "SPA") with accredited investors, pursuant to which the Company issued two Convertible Promissory Notes (each, a "Note") in the aggregate principal amount of $107,000.00. The transactions closed on January 22, 2026, with net proceeds to the Company of $100,000.00 after fees and expenses.

Under the first SPA with Vanquish Funding Group Inc. ("Vanquish"), the Company issued a Note in the principal amount of $57,000.00 for a purchase price of $57,000.00 (with no original issue discount). The Note bears interest at a rate of 10% per annum, matures on October 15, 2026, and is convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), beginning 180 days after issuance, at a conversion price equal to 80% of the lowest trading price of the Common Stock during the 20 trading days prior to conversion, subject to certain adjustments and a 4.99% beneficial ownership limitation. The Note includes standard events of default, upon which the outstanding balance may become immediately due and payable at 150% or 200% of the default amount (depending on the event), plus penalties. Prepayment is permitted within the first 180 days at 120% of the outstanding balance. The Company also executed ancillary documents, including an irrevocable transfer agent instruction letter, officer's certificate, and corporate resolution. From the proceeds, $50,000.00 was disbursed to the Company, $2,500.00 to Naidich Wurman LLP for legal fees, and $4,500.00 retained by Vanquish for due diligence fees.

Under the second SPA with Boot Capital LLC ("Boot Capital"), the Company issued a Note in the principal amount of $50,000.00 for a purchase price of $50,000.00 (with no original issue discount). The terms of this Note are substantially identical to the Vanquish Note, including the interest rate, maturity date, conversion terms, default provisions, and prepayment rights. The Company executed similar ancillary documents. The full $50,000.00 was disbursed to the Company.

The Notes were issued in private transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The proceeds will be used for general working capital purposes. The SPAs provide for potential additional tranches up to $865,000.00 over the next 12 months, subject to mutual agreement. The foregoing descriptions of the SPAs and Notes are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1 through 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of the Notes was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(a)(2) of the Securities Act in issuing the Notes was based upon the following factors: (a) the issuance of the Note was an isolated private transaction by us which did not involve a public offering; (b) the Lender is an accredited investor; (c) the Company did not engage in general solicitation or advertising in connection with the issuance; and (d) the Lender represented that, among other things, it was acquiring the securities for investment purposes only and not with a view to distribution, it has received information about the Company necessary to make an informed investment decision, and the Lender is capable of evaluating the merits and risks of its investment. Any shares of Common Stock issuable upon conversion of the Note will be issued in reliance on the exemption from registration provided by Section 3(a)(9) or Section 4(a)(2) of the Securities Act.