Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On February 21, 2026, AI Era Corp. (the "Company") entered into an Equity Purchase Agreement (the "Purchase Agreement") with Monroe Street Capital Partners, LP (the "Investor"). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to the Investor up to Thirty Million Dollars ($30,000,000.00) (the "Maximum Commitment Amount") of the Company's common stock, par value $0.001 per share (the "Common Stock"), from time to time during the Commitment Period (as defined below), subject to the terms, conditions, limitations, and procedures set forth in the Purchase Agreement.

Under the Purchase Agreement, the Company may, at its discretion and subject to satisfaction of specified conditions (including the effectiveness of a registration statement covering the resale of the shares issuable thereunder), deliver a Put Notice to the Investor specifying the number of shares of Common Stock (the "Put Shares") to be purchased by the Investor. Each Put is subject to a minimum of $25,000 (calculated using the Initial Purchase Price) and a maximum of the lesser of $500,000 (calculated using the Initial Purchase Price) or 200% of the Average Daily Trading Value during the seven Trading Days immediately preceding the Put Date. The Purchase Price per share for each Put is the lesser of (i) 85% of the VWAP on the Trading Day immediately preceding the Put Date (or 95% if the Principal Market is any tier of Nasdaq or NYSE on the Put Date) or (ii) 85% of the lowest VWAP during the Valuation Period (or 95% if the Principal Market is any tier of Nasdaq or NYSE during the entire Valuation Period), subject to adjustments. The Investor is required to purchase the Put Shares, with payment of the Investment Amount (Purchase Price minus Clearing Costs) due on specified weekly Payment Dates.

As consideration for entering into the Purchase Agreement, the Company agreed to issue 100,000 shares of Common Stock (the "Commitment Shares") to the Investor, with 25,000 shares issued upon execution and the remaining 75,000 shares issued in tranches upon the Company drawing aggregate amounts of $2,500,000, $5,000,000, and $7,500,000 under the facility. The Investor is entitled to certain protections, including a beneficial ownership limitation of 4.99% (subject to adjustment in certain circumstances), and the Company is subject to customary covenants, including prohibitions on entering into competing equity lines of credit or variable rate transactions without the Investor's consent during specified periods.

The Purchase Agreement contains customary representations, warranties, covenants, indemnification obligations, and termination provisions. The Commitment Period commences on February 21, 2026, and ends on the earlier of (i) the full draw of the Maximum Commitment Amount, (ii) 24 months from the date thereof, (iii) termination by the Company (subject to limitations, including no termination during a Valuation Period or while the Investor holds Put Shares), (iv) certain registration-related events, or (v) bankruptcy or similar events. The provisions addressing indemnification, governing law, arbitration, and certain other matters survive termination.

Concurrently with the Purchase Agreement, the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the Investor. Pursuant to the Registration Rights Agreement, the Company is obligated to file with the Securities and Exchange Commission (the "SEC") an initial registration statement (the "Registration Statement") covering the resale by the Investor of the Commitment Shares and any Put Shares issued or issuable under the Purchase Agreement (collectively, the "Registrable Securities"). The Company must use commercially reasonable efforts to file the initial Registration Statement within 30 calendar days after February 21, 2026, and to cause it to be declared effective by the SEC within 90 calendar days after filing (or earlier if possible). The Company must maintain the effectiveness of the Registration Statement (including through post-effective amendments or new registration statements as necessary) throughout the Registration Period, which continues until the Investor has sold all Registrable Securities and the Maximum Commitment Amount has been fully drawn. The Registration Rights Agreement includes customary provisions regarding prospectus supplements, blue sky qualifications, review and comment rights, indemnification, suspension rights, and remedies for delays or failures in effectiveness or maintenance of effectiveness.