Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On June 12, 2026, AI Era Corp. (the "Company") entered into a Vice Chairman Agreement (the "Agreement") with Mark Iwanowski (the "Vice Chairman").

Mr. Iwanowski is a Partner at Pegasus Tech Ventures with a focus on U.S. investments. He is an experienced veteran in the international technology sector, having been a successful serial entrepreneur with three global startups ultimately acquired by Fortune 500 companies. He was previously Managing Director with Trident Capital focusing on investments in IT, Software, Communications and CleanTech. Mr. Iwanowski also served as Senior Vice President Global IT and CIO for Oracle Corporation, where he helped transition Oracle into the Software as a Service business and drove over $1 billion in cost savings through IT consolidation. During his time at Oracle, he was actively involved in the acquisition and integration of approximately $20 billion of complementary technology companies. Prior to that, he co-managed a Digital Transformation Outsourcing business at SAIC. He has also held executive positions with Raytheon and Honeywell. Before entering the corporate world, Mr. Iwanowski played professional football with the New York Jets, Oakland Raiders, and Kansas City Chiefs. He holds a Bachelor's degree in Engineering from the University of Pennsylvania, a Master's degree in Engineering from the California Institute of Technology, and an M.B.A. from National University.

Pursuant to the Agreement, the Company appointed Mr. Iwanowski to serve as Vice Chairman of the Company in a non-executive, advisory capacity. The position is not a position on the Board of Directors, and Mr. Iwanowski is not a member of the Board of Directors or an "officer" of the Company for purposes of the Securities Exchange Act of 1934, as amended. The Vice Chairman serves as an independent contractor and strategic advisor to the Chairman.

The Vice Chairman's responsibilities include assisting the Chairman with strategic planning and execution, supporting the Company's external image, brand positioning and investor relations activities, identifying and developing relationships with potential strategic partners, investors and business opportunities, and providing high-level advice on the Company's growth, development and AI media initiatives. The Vice Chairman has no authority to enter into contracts, hire or terminate personnel, approve budgets or expenditures, or make operational decisions on behalf of the Company.

Under the Agreement, the Vice Chairman receives no cash compensation. The sole compensation consists of equity compensation in the form of non-qualified stock options ("NSOs"). The Company will grant the Vice Chairman NSOs having an aggregate grant date fair market value of $150,000 on or about each anniversary of the Effective Date (subject to Board or Compensation Committee approval and execution of a separate grant agreement). Each annual grant vests as follows: 50% on the six-month anniversary of the grant date and the remaining 50% in equal monthly installments over the following six months.

In addition, if the Vice Chairman personally introduces and successfully secures a "New Client," he is eligible to receive additional NSOs equal to 8% of the First-Year Revenue generated from such New Client (determined using the Black-Scholes model or other Board-approved valuation methodology).

The Agreement has an initial term of one year commencing June 12, 2026, and automatically renews for successive one-year periods unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term. Either party may terminate the Agreement at any time, with or without cause, upon 30 days' prior written notice.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Item

9.01 Financial Statements and Exhibits.

(d) Exhibits