ABQQ · AB International Group Corp.

On April 28, 2026, AI Era Corp. (the Company) entered into a Securities Purchase Agreement with Lambda Ventures, LLC, issuing a convertible promissory note with a principal amount of $51,500 (including a $1,500 original issue discount) for a purchase price of $50,000. The Buyer withheld $5,000 from the purchase price to cover its legal fees. The note bears 10% interest per annum, with the first twelve months of interest guaranteed and earned in full as of the issue date, and matures twelve months from the issue date. The note is convertible into common stock at a conversion price equal to 80% of the lowest traded price during the twenty trading days prior to conversion, subject to standard adjustments. The note is unsecured and contains customary events of default, including failure to pay, failure to issue conversion shares, breach of covenants, bankruptcy, and delisting. Upon default, the outstanding amount becomes due at 150% plus additional monthly increases. The Company agreed to use net proceeds for expenses related to its SaaS AI build-out and not for repayment of certain indebtedness. The Purchase Agreement includes piggy-back registration rights, most-favored-nation provisions, and a 30-day restriction on subsequent securities issuances. The issuance was exempt from registration under Section 4(a)(2) and Rule 506(b). This financing provides the Company with $50,000 in net proceeds for its AI initiatives, but the convertible terms and default penalties indicate a high-cost, potentially dilutive capital source.