Form 8-K

8-K — AIRWA INC.

Accession: 0001493152-26-033519

Filed: 2026-07-16

Period: 2026-07-10

CIK: 0001674440

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

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8-K

8-K (Primary)

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0001674440

2026-07-10

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

July

10, 2026

Date

of Report (Date of earliest event reported)

AiRWA

INC.

(Exact

name of registrant as specified in its charter)

Delaware

1-41423

61-1789640

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

E. Glenwood Ave., #320

Smyrna,

DE 19977

(Address

of principal executive offices, including Zip Code)

(646)

453-0678

(Registrant’s

telephone number, including area code)

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, $0.001 par

value

YYAI

Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

July 10, 2026, Chenlong Liu, a director of AiRWA Inc. (the “Company”), resigned from the board of directors of the

Company (the “Board”), effective immediately. Mr. Liu did not resign on account of any disagreement with the Company

on any matter relating to its operations, policies, or practices.

July 15, 2026, in accordance with the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed

Guibao Ji, the Chief Financial Officer of the Company, and Alejandro Quiles to the Board.

Mr.

Quiles will serve as the chairman of the Compensation Committee, and a member of the Nominating and Corporate Governance Committee and

the Audit Committee. The Board has determined that Mr. Quiles is an independent director as defined in Nasdaq Rule 5605(a)(2) and SEC

Rule 10A-3.

the same day, the Company entered into a Director Service and Indemnity Agreement (each, a “Director Agreement”) with

each of Mr. Ji and Mr. Quiles. Pursuant to their respective Director Agreements, Mr. Ji will not receive additional compensation, beyond

his compensation as Chief Financial Officer, for his service on the Board, and Mr. Quiles will receive as compensation for his service

on the Board and its committees cash compensation of $15,000 per financial quarter as payment in arrear.

The

foregoing description of the terms of the Director Agreements does not purport to be complete and is qualified in its entirety by reference

to the full text of the Director Agreements filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein

by reference.

Family

Relationships

Neither

Mr. Ji nor Mr. Quiles has a family relationship with any of the current officers or directors of the Company.

Related-Party

Transactions

There

are no related-party transactions with regard to Mr. Ji or Mr. Quiles reportable under Item 404(a) of Regulation S-K.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit

No.

Description

10.1

Director Service and Indemnity Agreement, July 15, 2026, by and between AiRWA Inc. and Guibao Ji

10.2

Director Service and Indemnity Agreement, July 15, 2026, by and between AiRWA Inc. and Alejandro Quiles

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

AiRWA

INC.

a Delaware corporation

Dated: July 16, 2026

By:

/s/

Thomas Tarala

Thomas

Tarala

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

DIRECTOR

SERVICE AND INDEMNITY AGREEMENT

THIS

DIRECTOR SERVICE AND INDEMNITY AGREEMENT (this “Agreement”) is entered into on July 15, 2026 (the “Effective

Date”)

AND BETWEEN

AiRWA

Inc., a corporation duly incorporated under the laws of the State of Delaware (the “Company”)

AND

Guibao

Ji (the “Director”).

CONSIDERATION of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt

and sufficiency of which is acknowledged by each party), the parties agree as follows:

SECTION

1: SERVICES, FEES, AND PAYMENT

1.1

The Company engages the Director, currently an executive officer of the Company, to provide the services described in Section A of Schedule

A attached hereto (the “Services”), and the Director agrees to perform such Services.

1.2

The Director agrees that he will not receive any compensation for his services as a Director beyond that received for his services as

Chief Financial Officer of the Company.

1.3

Notwithstanding the above, the Company shall reimburse the Director for the following expenses within 30 days of receiving satisfactory

written documentation (sufficient to be audited and included in the Company’s tax return) setting out the expense incurred by the

Director:

(a)

Transportation and lodging

costs incurred for the Director to attend any meeting of the Company’s board of directors, provided the Chief Executive Officer

of the Company, the Chief Financial Officer of the Company (except as long as the Director is the Chief Financial Officer), the General

Counsel of the Company or the board of directors of the Company has previously approved the nature, scope, and extent of such costs

in writing after receiving a cost estimate from the Director; and

(b)

Any other expense approved

in writing by the Chief Executive Officer of the Company, the Chief Financial Officer of the Company (except as long as the Director

is the Chief Financial Officer), the General Counsel of the Company, or the board of directors of the Company.

1.4

The Director shall not be entitled to recover from the Company reimbursement for any expenses that were not approved in advance by the

Chief Executive Officer of the Company, the Chief Financial Officer of the Company (except that approval by the Chief Financial Officer

shall not be valid as long as the Director is the Chief Financial Officer), the General Counsel of the Company, or the board of directors

of the Company.

SECTION

2: INDEMNITY

2.1

In the event that the Director is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal,

administrative, or investigative (a “Proceeding”), other than any Proceeding initiated by the Director or the Company

related to any contest or dispute between the Director and the Company or any of its affiliates with respect to this Agreement or the

Director’s service hereunder (unless the Director is successful in any such Proceeding), by reason of the fact that the Director

is or was a director of the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director,

officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, or if the Director

is required by law to disclose Confidential Information, as more fully described in Section 7.1(c), and the Company requires the Director

to disclose only that portion of Confidential Information that he is legally required to disclose, the Director shall be indemnified

and held harmless by the Company from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred

in defense of any Proceeding and including attorneys’ fees. Costs and expenses incurred by the Director in defense of such Proceeding

or in relation to such requirement to disclose Confidential Information (including attorneys’ fees) shall be paid by the Company

in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request for payment; (ii) appropriate

documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought; and (iii) an

undertaking adequate under applicable law made by or on behalf of the Director to repay the amounts so paid if it shall ultimately be

determined by a final judgment of a court of competent jurisdiction that the Director is not entitled to be indemnified by the Company

under this Agreement.

2.2

During the term hereof, as extended, and for a period of six years thereafter, the Company or any successor to the Company shall purchase

and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to the Director on terms

that are no less favorable than the coverage provided to other directors and similarly situated directors of the Company or any successor.

2.3

The foregoing indemnity is in addition to and not in replacement of the indemnity for directors contained in the Company’s Bylaws.

SECTION

3: TERM AND TERMINATION

3.1

The term of this Agreement shall commence on the Effective Date.

3.2

Unless earlier terminated pursuant to Section 2.2, this Agreement shall terminate upon the earliest of the following occurring (the period

from the Effective Date to such termination date being the “Term”):

(a)

The next annual meeting of

the shareholders of the Company; or

(b)

The date that the Director

is removed by action of one or more of the Company’s shareholders in accordance with the Company’s Bylaws; or

(c)

The date that the Director

resigns from the Company’s board of directors, provided that the Director previously provided to the Company 30 days’ advance

written notice of such intention to resign.

3.3

Notwithstanding any other provision of this Agreement, if and when any one of the following events occurs in the reasonable judgment

of a majority of the board of directors of the Company voting at a duly called and validly held meeting of the board without the Director

present, then, and in addition to any other remedy or remedies available to the Company, this Agreement shall be immediately and automatically

terminated (unless otherwise decided by the board of directors), and the Company shall not be under any further obligation to the Director:

(a)

the Director commits any

breach, or any repeated or continual breach, of any of the Director’s obligations under this Agreement;

(b)

any representation or warranty

made by the Director in this Agreement is untrue or incorrect;

(c)

the Director breaches, is

in breach of, or has breached any covenant in this Agreement;

(d)

the Director fails to attend

any two consecutive board of directors meetings of the Company and no other director of the Company has agreed to attend such meetings

on the Director’s behalf;

(e)

the Director dies;

(f)

the Director is or becomes

prohibited by any law, regulation, rule, or practice direction from taking up the post of director or senior officer or the Director

loses the qualifications to act as director or senior officer;

(g)

the Director is or becomes

unable to perform his duties under this Agreement due to health issues, disability, or being of unsound mind, unless the Company can

accommodate the Director’s health impairment or disability without the Company incurring undue hardship;

(h)

the Director is guilty of

any serious misconduct or serious neglect in the discharge of the Director’s duties hereunder;

(i)

the Director’s actions

or omissions bring the name or reputation of the Company, or any of the Company’s affiliates, subsidiaries, or parent (each a

“Group Member”) into serious disrepute or prejudices the business interests of the Company or any Group Member;

(j)

the Director is sued for

criminal liability or convicted of any criminal offence other than an offence which in the reasonable opinion of the board of directors

of the Company does not affect the Director’s position as a director (bearing in mind the nature of the duties in which the Director

is engaged and the capacities in which the Director is engaged); or

(k)

the Director is sued, fined,

penalized, or censured for alleged or actual violation of any securities law or regulation in the United States or elsewhere.

3.4

Notwithstanding any other provisions of this Agreement, the provisions of Sections 6, 7, 8, and 9 of this Agreement and all obligations

of each party that have accrued before the effective date of termination of this Agreement that are of a continuing nature will survive

termination or expiration of this Agreement.

SECTION

4: INDEPENDENT CONTRACTOR

4.1

The Director shall be an independent contractor and not the servant, employee, or agent of the Company, it being recognized, however,

that to the extent the provisions of this Agreement result in the creation of an agency relationship to allow the Director to perform

certain of the Services on behalf of the Company, then the Director shall, in that context, be the agent of the Company, as the case

may be.

4.2

The Director will promptly pay, and be solely responsible for paying, as the same shall become due and payable as a result or consequence

of monies paid or payable by the Company to the Director pursuant to this Agreement, all amounts payable pursuant to applicable tax statutes;

workers’ compensation, workplace safety, and insurance statutes; pension plan statutes; and any other taxes, statutory deductions,

contributions, and assessments on income required by the State of Delaware, the Government of the United States, or any other government

or regulatory authority, agency, or body.

4.3

The Director agrees to indemnify and hold harmless the Company against and for any and all claims, and any and all assessments, penalties,

interest charges, legal fees and disbursements, and taxes incurred, as a result of the Director’s failure to comply with Section

4.2 of this Agreement.

4.4

The Director is not entitled to participate in any benefits or pension plan provided by the Company to any of its employees. Except as

is required by law, the Director will not receive any of the following or similar payments from the Company: vacation pay; holiday pay;

sick pay; overtime pay; benefits; or automobile allowance or company car.

4.5

Subject to compliance with the provisions of this Agreement, the Director may, at any time or times during the Term, carry on the business

of providing services to the general public either alone or in association or partnership with another or others, so long as such provision

of services does not: create a conflict of interest with the interests of the Company; hinder the Director from his commitment to providing

the Services to the Company; or prevent the Director from providing the Services in a timely and competent manner.

SECTION

5: PERSONAL SERVICE AND NON-ASSIGNMENT

5.1

This Contract is an agreement relating to the provision of services by the Director personally. Therefore, the Director’s rights,

interests, obligations, duties, etc. hereunder shall not be transferred, assigned or delegated to any third party (except the appointment

in writing by the board of directors of the Company of any other director of the Company as proxy to attend a board meeting of the Company).

SECTION

6: OWNERSHIP AND RETURN OF PROPERTY

6.1

All property, including, but not limited to, files, manuals, equipment, securities, and monies of any and all customers of the Company

related to the provision of the Services that are, from time to time, in the possession or control of the Director will be, at all times,

the exclusive property of the Company. The Director shall forthwith deliver all aforesaid property to the Company on the earlier of:

(a)

the termination of this Agreement;

and

(b)

the request, at any time,

by the Company.

6.2.

The Director agrees that upon termination of this Agreement, he shall at once deliver to the Company all books, manuals, reports, documents,

records, effects, money, securities, whether in print or stored electronically, or other property belonging to the Company or for which

the Company is liable to others which are in his possession, charge, control, or custody.

SECTION

7: CONFIDENTIALITY

7.1

The Director acknowledges and agrees that the Company has certain confidential information which includes knowledge of trade secrets

whether patented or not, computer programs, research and development data, testing and evaluation plans, business plans, opportunities,

forecasts, products, strategies, proposals, suppliers, sales, manuals, work programs, financial, and marketing information, customer

lists or names, and information regarding customers, contracts, and accounts of the Company, whether printed, stored electronically,

or provided verbally (the “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall

not include:

(a)

information that has become

generally available to the public other than as a result of a disclosure in breach of this Agreement;

(b)

information that is lawfully

received on a non-confidential basis by the Director from a source other than the Company or any of its respective subsidiaries, parent

company, affiliates, directors, officers, employees, agents, advisors or other representatives where the Director reasonably believes

the source is not prohibited from transmitting or disclosing the data or information by reason of any contractual, legal or fiduciary

obligation; or

(c)

information that the Director

must disclose pursuant to the requirements of law, provided that the Director provides prompt written notice to the Company of such

required disclosure (if permitted by law) so that the Company may seek a protective order or other appropriate remedy or waive compliance

with the requirements of this Agreement. In the event that such protective order or other remedy is not obtained, and the Company does

not waive compliance with the requirements of this Agreement, the Director agrees to furnish only that portion of the information that

he is advised by his legal counsel in writing that he is legally required to disclose and will exercise reasonable efforts to obtain

reliable assurance that confidential treatment will be accorded to such information.

7.2

The Director acknowledges and agrees that the Confidential Information developed or acquired by the Company is among the Company’s

most valuable assets and its value may be destroyed by dissemination or unauthorized use.

7.3

The Director agrees that he will treat as confidential and will not, without the prior written consent of a majority of the Company’s

board of directors (excluding the Director in the event that the Director is a member of the board of directors), publish, release, disclose,

or permit to be published, released or disclosed, either before or after the termination of this Agreement, any Confidential Information

other than for the Company’s purposes and benefit.

7.4

The Director agrees that during the term of contract and for 12 months thereafter, he will not use, directly or indirectly, any Confidential

Information for his own benefit or for the benefit of any person competing or endeavoring to compete with the Company.

SECTION

8: CONFLICT AND NON-COMPETITION

8.1

The Director will not, during the Term, provide any service to any person where the performance of that service may or does, in the reasonable

opinion of the Director or the actual knowledge of the Director, give rise to a conflict of interest between the obligations of the Director

under this Agreement and the obligations of the Director to such other person.

8.2

If the Director is asked by any person, otherwise than pursuant to this Agreement, to perform a service the performance of which in the

reasonable or actual opinion of the Director might result in the Director breaching Section 8.1, then the Director shall forthwith notify

the Company’s board of directors of the particular circumstances and the Company’s board of directors will thereafter promptly

determine and notify the Director whether the Director may, in light of those circumstances and Section 8.1, perform that service.

8.3

The Director agrees that he will not, without the prior written consent of the Company, at any time within 12 months following termination

of this Agreement, for himself or on behalf of any person, directly or indirectly solicit, endeavor to solicit, or seek to gain the custom

of, canvass, or interfere with any person that:

(a)

is a customer of the Company

as of the date of termination of this Agreement;

(b)

was a customer of the Company

at any time within 12 months prior to the date of termination of this Agreement; or

(c)

has been pursued as a prospective

customer by or on behalf of the Company at any time within twelve 12 months prior to the date of termination of this Agreement, and

in respect of whom the Company has not determined to cease all such pursuit, for

the purposes of competing or endeavoring to compete with the Company.

8.4

The Director agrees and confirms that the restrictions in Section 8.3 are reasonable and waives all defenses to the strict enforcement

of them by the Company.

8.5

The Director agrees and confirms that Sections 8.3(a), 8.3(b), and 8.3(c) are each separate and distinct covenants, severable one from

the other, and if any such covenant or covenants are determined to be unenforceable in whole or in part, such unenforceability shall

attach only to the covenant or covenants as determined, and all other such covenants shall continue in full force and effect.

SECTION

9: GOVERNING LAW AND JURISDICTION

9.1

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts

of law provisions thereof.

9.2

Any dispute, controversy, difference or claim arising out of or in connection with this Agreement, including the existence, validity,

effectiveness, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising

out of or relating to it, (each a “Dispute”) shall be referred to and finally resolved by arbitration administered

by the Hong Kong International Arbitration Centre (the “HKIAC”) under the HKIAC Administered Arbitration Rules (the

“HKIAC Rules”) for the time being in force. The seat of arbitration shall be Hong Kong. The law of this arbitration

clause shall be Hong Kong. Unless otherwise agreed between the Parties, the number of arbitrators shall be one, who shall be appointed

by the Appointments Committee of the HKIAC. Each Party agrees that it will not bring any action relating to this Agreement or the Transactions

in any court. The Parties agree that mailing of process or other papers in connection with any such proceeding in the manner provided

in Section 10 or in such other manner as may be permitted by applicable law, shall be valid and sufficient service thereof.

SECTION

10: NOTICES

10.1

Any notice will be deemed delivered: (a) on the day of delivery in person; (b) one day after deposit with an overnight courier, fully

prepaid, where the recipient’s address is in the same country as the dispatcher’s and five business days after deposit where

the recipient’s address is in a different country; (c) on the date sent by facsimile transmission; (d) on the date sent by e-mail;

or (e) four days after being sent by registered mail or similar (return receipt requested) where the recipient’s address is in

the same country as the sender’s and 10 days after deposit where the recipient’s address is in a different country.

10.2

Any notice permitted or required under the Agreement must be in writing and be sent to the following address or e-mail, or at such other

reasonable address or e-mail at which personal delivery may be effected of which a party may from time to time give notice:

to the Company:

AiRWA

Inc.

E. Glenwood Ave., #320

Smyrna,

DE 19977

Attention:

[ ]

Telephone:

(646) 453-0678

E-mail:

[ ]

to the Director:

Guibao

[

]

[

]

[

]

[

]

Telephone:

[ ]

E-mail:

[ ]

10.3

Either party may, from time to time, advise the other party by notice in writing of any change of address of the party giving such notice,

and from and after the giving of such notice the address therein specified shall, for the purposes of Sections 9 and 10, be conclusively

deemed to be the address of the party giving such notice.

SECTION

11: OWNERSHIP OF WORK

11.1

The Director hereby assigns to the Company his entire right, title, and interest in and to all discoveries and improvements, patentable

or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Director or developed or acquired

by him during the Term of this Agreement, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries,

parent company, or affiliates (the “Work Product”). The Director agrees to disclose fully all such developments to

the Company upon the request of the board of directors of the Company, its Chief Executive Officer, its Chief Financial Officer or its

general counsel, which disclosure shall be made in writing promptly following any such request. The Director shall, upon the request

of the Company, its Chief Executive Officer, its Chief Financial Officer or its general counsel, execute, acknowledge and deliver to

the Company all instruments, and do all other acts, which are necessary or desirable to enable the Company or any of its subsidiaries

to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks, and copyrights in all countries

in connection with any component of the Work Product.

11.2

The Director agrees to assign, on an ongoing basis throughout the Term of the Agreement, exclusively to the Company in perpetuity, all

right, title, and interest of any kind whatsoever, in and to the Work Product, including any and all copyrights thereto (and the exclusive

right to register copyrights). Accordingly, all rights in and to the Work Product, including any materials derived therefrom or based

thereon and regardless of whether any such Work Product is actually used by the Company, shall from its creation be owned exclusively

by the Company, and the Director will not have or claim to have any rights of any kind whatsoever in such Work Product. Without limiting

the generality of the foregoing, the Director will not make any use of any of the Work Product in any manner whatsoever without the Company’s

prior written consent, which may be withheld at the sole discretion of the Company.

SECTION

12: GENERAL

12.1

Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to all matters herein, and

there are no other agreements in connection with this subject matter except as specifically set forth or referred to in this Agreement.

This Agreement supersedes any and all prior agreements and understandings relating to the subject matter. Both parties acknowledge that

neither of the parties has been induced to enter into this Agreement by any representation or writing not incorporated into this Agreement.

12.2

Amendments. This Agreement may only be amended if such amendment is confirmed in writing by both parties.

12.3

Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had all

signed the same document. All counterparts shall be construed together and shall constitute one and the same original document. Each

party may deliver a counterpart signature page by facsimile transmission.

12.4

Severability. If any portion of this Agreement is declared invalid or unenforceable, in whole or in part, it shall not be deemed

to affect or impair the validity or enforceability of any other covenant or provisions herein, and such unenforceable portion shall be

severed from the remainder of the Agreement.

12.5

Waivers. A waiver of any default, breach, or non-compliance under this Agreement is not effective unless in writing and signed

by the party to be bound by the waiver. No waiver will be inferred from or implied by any failure to act or delay in acting by a party

in respect of any default, breach, or non-observance or by anything done or omitted to be done by the other party. Any waiver by a party

of any default, breach, or non-compliance under this Agreement will not operate as a waiver of that party’s right under this Agreement

in respect of any continuing or subsequent default, breach, or non-observance.

12.6

Headings. The headings used in this Agreement are for the convenience of reference only and do not form part of or affect the

interpretation of this Agreement.

12.7

Schedules. Any Schedules to this Agreement are an integral part of this Agreement as if set out in full in the body of this Agreement.

12.8

Conflict. In the event that there is a conflict or inconsistency between the wording of any of this Agreement and any Schedule,

the Schedule shall govern.

12.9

Further Assurances. The parties agree to do all such other things and to take all such other actions as may be necessary or desirable

to give full effect to the terms of this Agreement.

12.10

Number and Gender. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words

importing gender include all genders.

12.11

“Person”. In this Agreement, the term “person” is to be broadly interpreted and includes an individual,

a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof,

or any agency or department of any such government, and the executors, administrators, or other legal representatives of an individual

in such capacity.

12.12

Statute. Any reference to a statute in this Agreement, regardless of whether that statute has been defined or cited, includes

all regulations made under it, any amendments made to it and in force, and any statute passed in replacement of or in substitution for

it.

[Signatures

on next page]

WITNESS WHEREOF, the parties have duly executed this Agreement by signing below as of the date first written above.

AiRWA Inc.

/s/

Thomas Tarala

Name:

Thomas Tarala

Title:

Chief Executive Officer

Agreed and accepted by Director

/s/

Guibao Ji

Name:

Guibao Ji

Schedule

Services

The

Director is engaged as a director of the Company and shall perform the following services:

Normal director responsibilities.

Carry out and assume all responsibilities of a director of the Company as required by Delaware law and other applicable law, the Company’s

Bylaws (as amended), resolutions adopted by the directors or shareholders of the Company, and other regulations and internal rules

relating to the directors of the Company.

Board Committees.

Carry out and assume all responsibilities of whatever committees of the board of directors as he may be appointed to, as required by

Delaware law and other applicable law, the Company’s Bylaws (as amended), resolutions adopted by the directors or shareholders

of the Company, and other regulations and internal rules relating to the audit committee.

Attending Meetings.

Use best efforts to attend scheduled meetings of the Company’s board of directors, meetings of the board committees to which

he is appointed or invited, and meetings of the Company’s shareholders, in telephone, by video, or in person.

Acting as a Fiduciary.

Represent the shareholders and the interests of the Company as a fiduciary.

Participating. Participate

as a full voting member of Company’s board of directors in setting overall objectives, reviewing, discussing, and approving plans

and programs of operation; formulating general policies; offering advice and counsel; serving on board committees as noted above and

as required by a majority of the board of directors; reviewing management performance; participating in the appointment and removal

of officers of the Company; participating in the disclosure of Company information in accordance with the securities regulations of

the United States, and elsewhere as applicable; and reviewing internal and external financial and disclosure controls and procedures.

Informing. Fully inform

the Company’s board of directors, upon request from time to time, of the matters and things done, and to be done, by the Director

in connection with the provision of the Services, and, if so requested by the board of directors, submit such information in writing

to the board of directors in a timely manner.

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

DIRECTOR

SERVICE AND INDEMNITY AGREEMENT

THIS

DIRECTOR SERVICE AND INDEMNITY AGREEMENT (this “Agreement”) is entered into on July 15, 2026 (the “Effective

Date”)

AND BETWEEN

AiRWA

Inc., a corporation duly incorporated under the laws of the State of Delaware (the “Company”)

AND

Alejandro

Quiles, an individual resident in the State of Nevada (the “Director”).

CONSIDERATION of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt

and sufficiency of which is acknowledged by each party), the parties agree as follows:

SECTION

1: SERVICES, FEES, AND PAYMENT

1.1

The Company engages the Director as an independent contractor to provide the services described in Section A of Schedule A attached hereto

(the “Services”), and the Director agrees to perform such Services.

1.2

The Company will pay to the Director the compensation indicated in Schedule A (the “Compensation”), as full payment

for providing the Services and for necessary expenses incurred in connection therewith, in the manner and at the times set out in Schedule

A attached hereto, and the Director will accept such compensation as full payment as aforesaid.

1.3

In addition to the Compensation, the Company shall reimburse the Director for the following expenses within 30 days of receiving satisfactory

written documentation (sufficient to be audited and included in the Company’s tax return) setting out the expense incurred by the

Director:

(a)

Transportation and lodging

costs incurred for the Director to attend any meeting of the Company’s board of directors, provided the Chief Executive Officer

of the Company, the Chief Financial Officer of the Company, the General Counsel of the Company or the board of directors of the Company

has previously approved the nature, scope, and extent of such costs in writing after receiving a cost estimate from the Director; and

(b)

Any other expense approved

in writing by the Chief Executive Officer of the Company, the Chief Financial Officer of the Company, the General Counsel of the Company,

or the board of directors of the Company.

1.4

The Director shall not be entitled to recover from the Company reimbursement for any expenses that were not approved in advance by the

Chief Executive Officer of the Company, the Chief Financial Officer of the Company, the General Counsel of the Company or the board of

directors of the Company.