Form 8-K

8-K — Volato Group, Inc.

Accession: 0001493152-26-013364

Filed: 2026-03-30

Period: 2026-03-27

CIK: 0001853070

SIC: 4522 (AIR TRANSPORTATION, NONSCHEDULED)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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EX-5.1 (ex5-1.htm)

EX-23.2 (ex23-2.htm)

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8-K

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2026-03-27

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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)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): March 27, 2026

VOLATO

GROUP, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41104

86-2707040

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

1954

Airport Road, Suite 124

Chamblee,

GA 30341

(Address

of principal executive offices) (zip code)

844-399-8998

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

Class

A Common Stock

SOAR

NYSE

American LLC

Warrants,

each whole warrant exercisable for one share of Class A common stock at an exercise price of $287.50

SOARW

OTC

Markets Group, Inc.

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

1.01. Entry Into A Material Definitive Agreement.

March 27, 2026, Volato Group, Inc. (“Volato” or the “Company”) entered into an ATM

Sales Agreement (the “Agreement”) with Curvature Securities, LLC (the “Agent”) pursuant

to which the Agent will act as the Company’s sole sales agent or principal with respect to the offer and sale from time-to-time

of shares of the Company’s Class A Common Stock, par value $0.0001 per share, having an aggregate gross sales price of an aggregate

of up to $3,700,000 (the “Shares”), which is based on the limitations

of General Instruction I.B.6 of Form S-3. Sales of the Shares, if any, will be made by any method permitted by law deemed to be

an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended (the “Act”),

which includes sales made directly on the NYSE American LLC and such other sales as agreed upon by the Company and the Agent. Any Shares

sold will be issued pursuant to a shelf registration statement on Form S-3 (File No. 333-290219) (the “Registration Statement”)

filed with the Securities and Exchange Commission (the “SEC”) on September 12, 2025, and declared effective

by the SEC on September 30, 2025, the prospectus contained in the Registration Statement, and a

prospectus supplement dated March 27, 2026.

The

Company has agreed to pay the Agent a commission of up to 3.0% of the gross sales price of any Shares sold in the offering. The

Company will also reimburse the Agent for certain specified expenses in connection with its services under the Agreement.

The

Company may sell the Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions

of the Agreement but is not obligated to sell, and the Agent is not obligated to buy or sell, any Shares under the Agreement. No assurance

can be given that the Company will sell any Shares under the Agreement, or, if it does, as to the price or amount of Shares that it sells

or the dates when such sales will take place.

The

Company or Agent may suspend or terminate the offering of Shares upon proper notice to the other party and subject to other conditions.

The Agent will use its commercially reasonable efforts consistent with its normal sales and trading practices to place the Shares, subject

to the terms of the Agreement.

The

Company made certain customary representations, warranties, and covenants in the Agreement and also agreed to indemnify the Agent against

certain liabilities, including liabilities under the Act. The Agreement is not intended to provide any other factual information about

the Company. The representations, warranties, and covenants contained in the Agreement were made only for purposes of the Agreement,

including the allocation of risk between the Company and the Agent, and as of specific dates, were solely for the benefit of the Company

and the Agent, and may be subject to limitations agreed upon by the Company and the Agent, including being qualified by confidential

disclosures exchanged between the Company and the Agent in connection with the execution of the Agreement.

The

foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text

of the Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The

Company is filing the opinion of its counsel, Dykema Gossett PLLC, relating to the legality of the issuance and sale of the Shares as

Exhibit 5.1 hereto, which is incorporated herein by reference and into the Registration Statement.

Item

8.01. Other Events

Merger

Transaction with M2i Global, Inc.

previously announced, on July 28, 2025 the Company entered into an Agreement and Plan of Merger and Reorganization (as amended, the “Merger

Agreement”) with Volato Merger Subsidiary, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“Merger

Sub”), and M2i Global, Inc., a Nevada corporation (“M2i Global”), pursuant to which Merger Sub

will merge with and into M2i Global, with M2i Global surviving the merger as a wholly-owned subsidiary of the Company (together with

all other transactions contemplated by the Merger Agreement, the “Merger”). Collectively, we refer to the Company

and the surviving corporation following the Merger as the Combined Company.

Subject

to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”),

each share of common stock, $0.001 par value per share, of M2i Global issued and outstanding immediately prior to the Effective Time

will be converted into the right to receive a number of shares of Class A common stock, par value $0.0001 per share of the Company, resulting in aggregate number of shares equal

to 85% of the Company Common Stock on an as converted and fully diluted basis at the Effective Time, excluding shares of Company Common

Stock underlying outstanding Company warrants, and as may be adjusted in accordance with the Merger Agreement (the “Merger

Consideration”). Based on an assumption of approximately 21,115,249 fully diluted shares of Company Common Stock issued

and outstanding immediately prior to the Effective Time, the Company estimates that the Merger will result in the issuance of Merger

Consideration consisting of approximately 119,222,731 shares of Company Common Stock. However, the actual amount of the Merger Consideration

will be determined at the Effective Time and is subject to change based on the fully diluted number of shares of Company Common Stock

issued and outstanding immediately prior to the Effective Time.

Following

completion of the Merger, the Combined Company will operate as a diversified technology and industrial enterprise focused on developing

and commercializing software, data-driven systems, and operational infrastructure to support the critical-minerals supply chain and related

government and industrial programs. The business will integrate M2i Global’s critical-minerals operations with the Company’s

proprietary software assets, creating a technology-enabled platform designed to enhance transparency, traceability, and efficiency within

the minerals, metals, and government-supply sectors. The Combined Company will operate primarily through two complementary divisions:

(1) Critical Minerals and Industrial Operations, conducted through M2i Global, U.S. Minerals & Metals Corp., and affiliated entities;

and (2) Software and Data Solutions, derived from the Company’s proprietary software assets, including the Mission Control, Vaunt,

and Parslee platforms. Together, these business lines position the Combined Company to capture growth across the rapidly evolving markets

for critical-mineral supply chains, sustainability compliance, and data-driven industrial management.

connection with the proposed Merger, the Company intends to seek stockholder approval of a potential reverse stock split with the primary

intent of increasing the market price of the Company’s Class A common stock to enhance the ability of the Combined Company to meet

the initial listing requirements of the NYSE American.

Risk

Related to the Merger

Neither

Volato nor M2i Global can be sure if or when the Merger will be completed.

The

closing is subject to the satisfaction or waiver of various closing conditions, including the authorization of the Merger by M2i Global’s

stockholders and the approval of the required proposals described in the Company’s proxy statement by Volato’s stockholders.

Neither Volato nor M2i Global can guarantee that the closing conditions set forth in the Merger Agreement will be satisfied. If the Merger

is not completed, the Volato Board, in discharging its fiduciary obligations to Volato stockholders, will evaluate other strategic alternatives

or financing options that may be available, which alternatives may not be as favorable to Volato stockholders as the Merger, if available

at all. Any future sale, merger, financing or other transaction may be subject to further stockholder approval. Volato may also be unable

to find, evaluate or complete other strategic alternatives, which may have a material adverse effect on Volato’s business, financial

condition or results of operations.

Volato’s

and M2i Global’s efforts to complete the Merger could cause substantial disruptions in and create uncertainty surrounding, their

respective businesses, which may materially adversely affect their results of operation and businesses. Uncertainty as to whether the

Merger will be completed may also affect Volato’s and M2i Global’s ability to retain and motivate existing employees. A substantial

amount of Volato’s and M2i Global’s management’s and employees’ attention is being directed toward the closing

and thus is being diverted from their respective day-to-day operations. Uncertainty as to Volato’s and M2i Global’s future

could adversely affect their relationship with collaborators, suppliers, vendors, regulators and other business partners and stakeholders.

For example, vendors, collaborators and other counterparties may defer decisions concerning working with Volato or M2i Global or seek

to change existing business relationships with Volato or M2i Global, during the pendency of the Merger. Changes to or termination of,

existing business relationships could adversely affect Volato and M2i Global’s business, results of operations and financial condition,

as well as the market price of Volato Common Stock. The adverse effects of the pendency of the Merger could be exacerbated by any delays

in the closing or by the termination of the Merger Agreement.

The

closing is subject to approval by the Volato stockholders and the M2i Global stockholders. Failure to obtain these approvals would prevent

the closing.

The

closing is subject to certain approvals by the Volato stockholders and the M2i Global stockholders. Failure to obtain the required stockholder

approvals may result in a material delay in, or the abandonment of, the Merger. Any delay in completing the Merger may materially adversely

affect the timing and benefits that are expected to be achieved from the Merger.

Volato

stockholders will experience significant ownership and voting power dilution in connection with the Merger and may not realize a benefit

from the Merger commensurate with that dilution.

Pursuant

to the terms of the Merger Agreement and upon the closing, the Volato stockholders as of immediately prior to the Effective Time are

expected to own approximately 15% of the Combined Company common stock and the M2i Global stockholders as of immediately prior to the

Effective Time are expected to own approximately 85% of the Combined Company common stock, each on a fully diluted basis, excluding shares

of Volato Common Stock underlying outstanding Volato warrants. Accordingly, the issuance of Volato Common Stock to M2i Global stockholders

in the Merger will significantly reduce the ownership stake and relative voting power of each share of Volato Common Stock held by current

Volato stockholders. Consequently, following the Merger, the ability of current Volato stockholders to influence Combined Company management

will be substantially reduced.

the Combined Company is unable to realize the strategic and financial benefits currently anticipated from the Merger, Volato stockholders

will have experienced substantial dilution of their ownership interests in Volato without receiving the expected commensurate benefit

or only receiving part of the commensurate benefit to the extent the Combined Company is able to realize only part of the expected strategic

and financial benefits currently anticipated from the Merger.

The

intended benefits of the Merger may not be realized.

The

Merger pose risks for Volato’s and M2i Global’s ongoing operations, including, among others:

● that senior management’s attention may be diverted from management of the respective businesses, current operations and development;

● that there are significant costs and expenses associated with any undisclosed or potential liabilities; and

● that unforeseen difficulties may arise in integrating Volato’s and M2i Global’s businesses in the Combined Company.

a result of the foregoing and other factors, risks and characteristics, the Combined Company may be unable to realize the full strategic

and financial benefits currently anticipated from the Merger and Volato and M2i Global cannot assure you that the Merger will be accretive

to Volato or M2i Global stockholders in the near term or at all. Furthermore, if Volato or M2i Global stockholders fail to realize the

intended benefits of the Merger or they take longer than expected to achieve, the market price of the Combined Company’s common

stock could decline to the extent that the market price reflects those anticipated benefits. Volato stockholders will have experienced

substantial dilution of their ownership interests in Volato without receiving any commensurate benefit or only receiving part of the

commensurate benefit to the extent the Combined Company is able to realize only part of the strategic and financial benefits currently

anticipated from the Merger.

The

market value of Volato and M2i Global may change between the date of Volato’s proxy statement/prospectus and the closing and the

fairness opinion obtained by Volato will not reflect subsequent changes.

The

Volato Board obtained an opinion of Houlihan Capital, LLC to address the fairness to Volato’s stockholders of the consideration

to be paid by Volato in the Merger, from a financial point of view, as of September 29, 2025. Subsequent changes in the operation and

prospects of Volato or M2i Global, general market and economic conditions and other factors, some of which may be beyond the control

of Volato or M2i Global and on which Houlihan Capital, LLC’s opinion was based, may significantly alter the value of M2i Global

or Volato or the price of the shares of Volato Common Stock, by the time the Merger are completed. Because Volato does not anticipate

asking Houlihan Capital, LLC to update its opinion, the opinion will not address the fairness of the consideration from a financial point

of view as of any other date other than the date of such opinion.

The

Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect

on Volato and/or M2i Global following the Merger or that could delay, prevent or increase the costs associated with completion of the

Merger.

Completion

of the Merger is conditioned upon the expiration or termination of any waiting period under the provisions of the HSR Act. Under the

Merger Agreement, Volato and M2i Global have agreed to use commercially reasonable efforts to obtain all necessary approvals, consents,

ratifications, permissions, waivers or authorizations and make all necessary filings and other submissions, if any, and give all notices,

if any, required to be made and given in connection with the Merger. However, there can be no assurance that these approvals will be

obtained and that the other closing conditions will be satisfied. In addition, the governmental authorities from which the regulatory

approvals are required may impose conditions on the closing or require changes to the terms of the Merger Agreement or other agreements

to be entered into in connection with the Merger Agreement which may delay completion of the Merger or impose additional material costs

on or materially limit the revenues of the Combined Company following the completion of the Merger. There can be no assurance that regulators

will choose not to impose such conditions or changes in terms, and, if imposed, such conditions or changes in terms may delay or lead

to the abandonment of the Merger.

The

Merger may be completed even though certain events occur prior to the closing that materially and adversely affect Volato or M2i Global.

The

Merger Agreement provides that either Volato or M2i Global can refuse to complete the Merger if there is a material adverse effect with

the other party occurring between the date of the Merger Agreement and the closing. However, certain types of changes do not permit either

party to refuse to complete the Merger, even if such change could be said to have a material adverse effect on Volato or M2i Global,

including, but not limited to:

●

general economic or political conditions or conditions generally affecting the industries in which the parties operate;

●

any natural disaster, calamity or epidemics, pandemics or other force majeure events, or

any act or threat of terrorism or war, any armed hostilities or terrorist activities anywhere in the world, or any governmental or

other response or reaction to any of the foregoing; and

●

any change in GAAP or applicable law or the interpretation thereof.

Volato

or M2i Global may waive the occurrence of a material adverse effect affecting the other party. If a material adverse effect occurs and

the parties still complete the Merger, the Combined Company’s stock price may suffer.

The

officers and directors of Volato and M2i Global have interests in the Merger that may be different from or in addition to, the interests

of Volato and M2i Global stockholders generally.

Some

of Volato’s directors and officers have interests in the Merger that are different from Volato’s stockholders generally and

that may influence them to support or approve the Merger without regard to the interests of Volato’s other stockholders. For example,

(i) Matthew Liotta will resign as Chief Executive Officer of Volato, be appointed as president of the aviation technology business lines

of the Combined Company, and remain on the board of directors, (ii) Mark Heinen will remain as Chief Financial Officer of the Combined

Company, (iii) Michael Prachar will remain as Chief Operating Officer of the Combined Company, and (iv) Alan D. Gaines will remain on

the board of directors.

The

Volato Board was aware of certain of these interests and considered them, among other matters, in the decision to approve the Merger

Agreement.

Certain

provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that

may be superior to the arrangements contemplated by the Merger Agreement.

The

Merger Agreement contains restrictions on Volato’s ability to solicit, initiate or knowingly encourage, induce or facilitate the

communication, making or submission of any third party proposals relating to alternative transactions or to provide information to or

engage in discussions with, a third party in relation to an alternative transaction, subject to certain exceptions. The Merger Agreement

also contains provisions that require Volato to hold the special meeting of stockholders even if the Volato Board withholds, amends,

withdraws or modifies its recommendation regarding the proposals. Before the Volato Board may change its recommendation to stockholders

to vote in favor of the proposals, Volato must, among other things, provide M2i Global with notice and negotiation rights. These provisions

could discourage a potential third party acquiror from considering or proposing an acquisition transaction.

Furthermore,

each of Volato’s officers and directors and certain other significant stockholders, who collectively hold approximately 12% of

the issued and outstanding Volato Common Stock as of July 28, 2025, on a fully diluted basis, have entered into the Stockholder Support

Agreement. These Volato stockholders also agreed to vote against any Acquisition Proposal (as defined in the Merger Agreement and elsewhere

in this proxy statement/prospectus). As a result, the Stockholder Support Agreement may discourage other parties from attempting to engage

in a transaction with Volato, even if those parties would otherwise be willing to offer greater value to Volato stockholders than that

offered by M2i Global under the Merger Agreement.

Volato

and M2i Global will be subject to certain contractual restrictions while the Merger is pending.

The

Merger Agreement restricts each of Volato and M2i Global from making certain acquisitions and divestitures, entering into certain contracts,

incurring certain indebtedness and expenditures, paying dividends, repurchasing or issuing equity securities outside certain limited

exceptions and taking other specified actions until the earlier of the closing or the termination of the Merger Agreement without the

consent of the other party. These restrictions may prevent Volato and M2i Global from pursuing attractive business opportunities that

may arise prior to the closing and could have the effect of delaying or preventing other strategic transactions. Adverse effects arising

from the pendency of the Merger could be exacerbated by any delays in the closing or the termination of the Merger Agreement.

The

market price of Volato Common Stock may decline and the value of M2i Global’s securities may be adversely affected as a result

of the announcement and pendency of the Merger.

The

market price of Volato Common Stock may decline and the value of M2i Global’s securities may be adversely affected as a result

of the announcement and pendency of the Merger for a number of reasons, including if:

●

investors react negatively to the prospects of the Combined Company’s business and

financial condition following the Merger; and/or

●

the attention of Volato or M2i Global management is directed towards the closing and other transaction-related considerations

and is diverted from the day-to-day business operations of Volato or M2i Global, as applicable and matters related to the Merger

require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been

beneficial to Volato or M2i Global, as applicable.

decline in the market price of Volato Common Stock or an adverse effect upon the value of M2i Global’s securities could adversely

affect the businesses of, or harm the financial condition, results of operations or business prospects of, Volato, M2i Global or the

Combined Company.

the Merger is not completed, the Volato Board may decide to pursue a dissolution and liquidation of Volato. In such an event, the amount

of cash available for distribution to its stockholders will depend heavily on the timing of such liquidation as well as the amount of

cash that will need to be reserved for commitments and contingent liabilities.

There

can be no assurance that the Merger will be completed. If the Merger is not completed, the Volato Board may decide to pursue a dissolution

and liquidation of Volato. In such an event, the amount of cash available for distribution to Volato stockholders will depend heavily

on the timing of such decision, as with the passage of time the amount of cash available for distribution is expected to be reduced as

Volato continues to fund its operations and transaction-related expenses. In addition, if the Volato Board were to approve and recommend

and Volato stockholders were to approve, a dissolution and liquidation of Volato, Volato would be required under Delaware corporate law

to pay its outstanding obligations, as well as to make reasonable provision for contingent and unknown obligations, prior to making any

distributions in liquidation to Volato stockholders. As a result of this requirement, a portion of Volato’s remaining cash assets

may need to be reserved pending the resolution of such obligations. In addition, Volato may be subject to litigation or other claims

related to a dissolution and liquidation. If a dissolution and liquidation were pursued, the Volato Board, in consultation with its advisors,

would need to evaluate these matters and make a determination about a reasonable amount to reserve. Accordingly, holders of Volato Common

Stock could lose all or a significant portion of their investment in the event of liquidation, dissolution or winding up of Volato.

Litigation

relating to the Merger could require Volato or M2i Global to incur significant costs and suffer management distraction and could delay

or enjoin the Merger.

Volato

or M2i Global could be subject to demands or litigation related to the Merger, whether or not the Merger is consummated. Such actions

may create uncertainty relating to the Merger or delay or enjoin the Merger and responding to such demands is often expensive and could

divert management time and resources. In addition, such demands or litigation could lead to a dissolution or bankruptcy of Volato if

the costs associated with such demands or litigation are significant enough.

Volato

and M2i Global are expected to incur substantial expenses related to the Merger.

Volato

and M2i Global have incurred and expect to continue to incur, substantial fees and expenses in connection with the Merger, including

legal, accounting, financial advisory and other transaction fees and costs associated with the Merger. As of March 25, 2026, M2i Global

has incurred approximately $244,248 of fees and expenses related to the Merger, primarily consisting of legal, audit and accounting fees,

and anticipates incurring approximately $100,000 of additional fees and expenses prior to the closing. As of March 25, 2026, Volato has

incurred approximately $908,658 of fees and expenses related to the Merger, primarily consisting of legal, audit and accounting fees,

and anticipates incurring approximately $165,000 of additional fees and expenses prior to the closing. Actual transaction costs may substantially

exceed Volato’s and M2i Global’s respective estimates and may have an adverse effect on the Combined Company’s financial

condition and operating results.

addition, the Combined Company may also incur significant integration-related fees and costs related to formulating and implementing

integration plans, including facilities and systems consolidation costs and employment-related costs. Volato and M2i Global continue

to assess the magnitude of these costs and additional unanticipated costs may be incurred in the Merger and the integration of the two

companies’ businesses.

Volato

or M2i Global may waive one or more of the closing conditions without re-soliciting stockholder approval.

Volato

or M2i Global may determine to waive, in whole or in part, one or more of the closing conditions. Volato and M2i Global expect to evaluate

the materiality of any waiver and its effect on Volato or M2i Global stockholders, as applicable, in light of the facts and circumstances

at the time to determine whether any amendment of this proxy statement/prospectus or any re-solicitation of proxies, approvals or voting

cards is required in light of such waiver. Any determination to waive any condition to the Merger or as to re-soliciting stockholder

approval or amending the proxy statement/prospectus as a result of a waiver will be made by Volato or M2i Global, as applicable, at the

time of such waiver based on the facts and circumstances as they exist at that time.

Recent

rulings from the U.S. Supreme Court could result in material changes to tax regulatory authority and administrative interpretations of

established rules.

The

Supreme Court’s decision in Loper Bright Enterprises v. Raimondo could significantly impact the Treasury Department’s

(“Treasury”) and Internal Revenue Service’s (“IRS”) authority to interpret

the Internal Revenue Code of 1986, as amended (“Code”), and issue tax regulations. This may affect:

●

the validity and enforceability of existing Treasury Regulations, particularly where Congressional authorization is not explicit;

●

the deference courts give to IRS interpretations, revenue rulings, notices, and other administrative guidance;

●

treatment of tax positions previously taken based on Treasury Regulations or IRS guidance;

●

the IRS’s ability to adopt new interpretations or create new rules without specific statutory authorization;

●

the continued validity of tax planning strategies that rely on Treasury Regulations; and

●

the level of certainty available through IRS private letter rulings and other administrative determinations.

Any

judicial reexamination of Treasury and IRS authority could result in increased tax uncertainty and compliance costs, the need to reevaluate

and potentially restructure existing arrangements, greater risk of challenge to tax positions based on regulatory interpretations, reduced

availability of administrative guidance and different courts reaching inconsistent conclusions about regulatory validity.

Any

such changes could materially affect our intended tax treatment described hereunder.

Forward

Looking Statements

This

Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal

securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are

not historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange.

Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements

are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our

beliefs and our assumptions. Such forward-looking statements include, but are not limited to, statements regarding our or our management

team’s expectations, hopes, beliefs, intentions or strategies regarding the future, and statements regarding the potential transactions

contemplated by the Merger Agreement. In addition, any statements that refer to projections, forecasts or other characterizations of

future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify

forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,”

“estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,”

“predict,” “project,” “should,” or the negative of these terms or other similar expressions, but

the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are subject to a number

of risks and uncertainties (some of which are beyond our control) that may cause actual results or performance to be materially different

from those expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking

statements. These risks include risks relating to agreements with third parties; the possibility that the proposed transactions do not

close when expected or at all; our ability to raise funding in the future, as needed, and the terms of such funding, including potential

dilution caused thereby; our ability to continue as a going concern; our ability to maintain the listing of our common stock on the NYSE

American LLC; the outcome of any current legal proceedings or future legal proceedings that may be instituted against us; unanticipated

difficulties or expenditures relating to our business plan; and those risks detailed in our most recent Annual Report on Form 10-K and

subsequent reports filed with the SEC.

Forward-looking

statements speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements,

whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.

Additional

Information and Where to Find It

connection with the transactions contemplated by the Merger Agreement, the Company has filed with the SEC a registration statement on

Form S-4 (the “Registration Statement”), which includes a preliminary proxy statement/prospectus. This Current

Report on Form 8-K is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document

that the Company or M2i Global has filed or will file with the SEC or send to its stockholders or investors in connection with the proposed

M2i Global Merger. This document does not contain all the information that should be considered concerning the proposed M2i Global Merger

and other matters and is not intended to form the basis for any investment decision or any other decision in respect of such matters.

BEFORE

MAKING ANY VOTING OR INVESTMENT DECISION, THE COMPANY’S STOCKHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS

WHEN IT BECOMES AVAILABLE AND ANY AMENDMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE

PROPOSED M2I GLOBAL MERGER OR INCORPORATED BY REFERENCE THEREIN IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH

RESPECT TO THE PROPOSED M2I GLOBAL MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED M2I GLOBAL MERGER AND THE

PARTIES TO THE PROPOSED M2I GLOBAL MERGER.

After

the Registration Statement is declared effective, the definitive proxy statement will be mailed to stockholders of the Company as of

a record date to be established for voting on the proposed M2i Global Merger. Additionally, the Company will file other relevant materials

with the SEC in connection with the proposed M2i Global Merger. Copies of the Registration Statement, the definitive proxy statement/final

prospectus and all other relevant materials for the proposed M2i Global Merger filed or that will be filed with the SEC may be obtained,

when available, free of charge at the SEC’s website at www.sec.gov. The Company’s stockholders may also obtain copies of

the definitive proxy statement/prospectus, when available, without charge, by directing a request to the Company at 1954 Airport Road,

Suite 124, Chamblee, GA 30341, or by telephone at (844) 399-8998.

Offer or Solicitation

This

communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation

or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities,

or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed M2i Global Merger or otherwise, nor shall there

be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed M2i Global Merger

is expected to be implemented solely pursuant to the legally binding definitive agreement which was filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on July 29, 2025, and which contains the material terms and conditions of the proposed

M2i Global Merger. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act

of 1933, as amended, or an exemption therefrom.

Item

9.01. Financial Statements and Exhibits.

Exhibit

No.

Description

1.1

ATM Sales Agreement, dated March 27, 2026, with Curvature Securities, LLC.

5.1

Opinion of Dykema Gossett PLLC.

23.1

Consent of Dykema Gossett PLLC (included in the opinion filed as Exhibit 5.1).

23.2

Consent of Elliott Davis, PLLC

104

Cover

Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

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.

Date:

March 27, 2026

Volato

Group, Inc.

By:

/s/

Mark Heinen

Name:

Mark

Heinen

Title:

Chief

Financial Officer

EX-1.1

Filename: ex1-1.htm · Sequence: 2

Exhibit 1.1

Execution

Version

VOLATO

GROUP, INC.

Class

A Common Stock

(par

value $0.0001 per share)

ATM

Sales Agreement

March

27, 2026

Curvature

Securities, LLC

Main Street

Chatham

NJ 07928

Ladies

and Gentlemen:

Volato

Group, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”)

with Curvature Securities, LLC (the “Agent”) as follows:

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject

to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement

Shares”); of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”);

provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a)

exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant

to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus (as defined below)

(the lesser of (a) or (b) the “Maximum Amount”) and provided further, however, that in no event shall the aggregate

number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. Notwithstanding

anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section

1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that

the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will

be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring

the Company to use the Registration Statement to issue any Placement Shares.

The

Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder

(the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration

statement on Form S-3 (File No. 333- 290219), including a base prospectus, relating to certain securities including the Placement Shares

to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file

in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange

Act”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus

Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent,

for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus

Supplement relating to the Placement Shares. The Company may file one or more additional registration statements from time to time that

will contain a base prospectus and related prospectus or prospectus supplement, if applicable, (which shall be a Prospectus Supplement),

with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective

amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information

contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act

or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement

on Form S-3 filed pursuant to Rule 415(a) under the Securities Act by the Company to cover any Placement Shares, is herein called the

“Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein

by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act

(as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus

Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with

the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein

to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents

incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement”

with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof

of any document with the Commission incorporated by reference therein (the “Incorporated Documents”).

For

purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall

be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval

System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EDGAR”).

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”),

it will notify the Agent by electronic mail (or other method mutually agreed to in writing by the parties) of the number of Placement

Shares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold

in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is

attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on

Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to

each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The

Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms

contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii)

the Company suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Company in its

sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission

or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated

in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the

Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a

Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only

upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement

and the terms of a Placement Notice, the terms of the Placement Notice will control.

Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, for the period specified in a Placement

Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable

state and federal laws, rules and regulations and the rules of the New York Stock Exchange (the “Exchange”), to sell

the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will

provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the

Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the

compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined

below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the

gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any

method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act. “Trading

Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Suspension of Sales. The Company or the Agent may, upon notice to the other party in writing (including by email correspondence

to each of the individuals of the other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged

by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable

facsimile transmission or email correspondence to each of the individuals of the other party set forth on Schedule 3), suspend

any sale of Placement Shares (a “Suspension”); provided, however, that such suspension shall not affect or

impair any party’s obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a

Suspension is in effect, any obligation under Sections 7(l), 7(m), and 7(n) with respect to the delivery of certificates,

opinions, or comfort letters to the Agent, shall be waived. Each of the parties agrees that no such notice under this Section 4

shall be effective against any other party unless it is made to one of the individuals named on Schedule 3 hereto, as such Schedule

may be amended from time to time.

Sale and Delivery to the Agent; Settlement.

Sale of Placement Shares. On the basis of the representations and warranties herein contained and subject to the terms and conditions

herein set forth, upon the Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares described

therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period

specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices

and applicable state and federal laws, rules and regulations and the rules of the Exchange to sell such Placement Shares up to the amount

specified in, and otherwise in accordance with the terms of, such Placement Notice. The Company acknowledges and agrees that (i) there

can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation

to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to

use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws,

rules and regulations and the rules of the Exchange to sell such Placement Shares as required under this Agreement and (iii) the Agent

shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed

by the Agent and the Company.

Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement

Shares will occur on the first (1st) Trading Day (or such earlier day as is industry practice for regular-way trading) following

the date on which such sales are made (each, a “Settlement Date”). The Agent shall notify the Company of each sale

of Placement Shares no later than opening day following the Trading Day that the Agent sold Placement Shares. The amount of proceeds

to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”)

will be equal to the aggregate sales price received by the Agent, after deduction for (i) the Agent’s commission, discount or other

compensation for such sales payable by the Company pursuant to Section 2 hereof, and (ii) any transaction fees imposed by any governmental

or self-regulatory organization in respect of such sales.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically

transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent shall have

given the Company written notice of such designee and such designee’s account information at least one Trading Day prior to the

Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery

as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in

good deliverable form. On each Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to an account designated

by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults

in its obligation to deliver Placement Shares on a Settlement Date through no fault of the Agent, then in addition to and in no way limiting

the rights and obligations set forth in Section 11(a) hereto, it will (i) hold the Agent harmless against any loss, claim, damage,

or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection

with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission,

discount, or other compensation to which it would otherwise have been entitled absent such default.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares

if, after giving effect to the sale of such Placement Shares, the aggregate number of Placement Shares sold pursuant to this Agreement

would exceed the lesser of (A) together with all sales of Placement Shares under this Agreement, the Maximum Amount, (B) the amount available

for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be issued

and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive

committee, and notified to the Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Placement

Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of

directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing.

Representations and Warranties of the Company. Except as disclosed in the Registration Statement or Prospectus (including the

Incorporated Documents), the Company represents and warrants to, and agrees with the Agent that as of the date of this Agreement and

as of each Applicable Time (as defined below), unless such representation, warranty or agreement specifies a different date or time:

Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with

the conditions for the use of Form S-3 under the Securities Act. The Registration Statement has been filed with the Commission and has

been or will be declared effective under the Securities Act. The Prospectus will name the Agent as the agent in the section entitled

“Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending

the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the

offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all

material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration

Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable.

Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference

therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through EDGAR,

to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion

of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the

Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to

which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the

listing maintenance requirements of the Exchange. The Common Stock is currently quoted on the Exchange under the trading symbol “SOAR.”

Except as disclosed in the Company’s filings with the Commission, the Company has not, in the 12 months preceding the date hereof,

received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of

the Exchange. As of the date hereof, the Company is in compliance with all such listing and maintenance requirements.

No Misstatement or Omission. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will conform

in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or becomes effective,

did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein

or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof

and at each Applicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material

fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents

incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by

reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material

fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under

which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance

upon, and in conformity with, information furnished to the Company by the Agent specifically for use in the preparation thereof.

Conformity with Securities Act and Exchange Act. The Registration Statement, the Prospectus, any Issuer Free Writing Prospectus

or any amendment or supplement thereto, and the Incorporated Documents, when such documents were or are filed with the Commission under

the Securities Act or the Exchange Act or became or become effective under the Securities Act, as the case may be, conformed or will

conform in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration

Statement and the Prospectus, together with the related notes and schedules, present fairly, in all material respects, the consolidated

financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations,

cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case

of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate) and

have been prepared in compliance with the published requirements of the Securities Act and Exchange Act, as applicable, and in conformity

with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis (except

(i) for such adjustments to accounting standards and practices as are noted therein and (ii) in the case of unaudited interim statements,

to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial

and statistical data with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement

and the Prospectus, are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and

records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated

by reference in the Registration Statement, or the Prospectus that are not included or incorporated by reference as required; the Company

and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off balance sheet obligations),

not described in the Registration Statement, and the Prospectus which are required to be described in the Registration Statement or Prospectus;

and all disclosures contained or incorporated by reference in the Registration Statement and the Prospectus, if any, regarding “non-GAAP

financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with

Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Conformity with EDGAR Filing. The Prospectus delivered to the Agent for use in connection with the sale of the Placement Shares

pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing

via EDGAR, except to the extent permitted by Regulation S-T.

Organization. The Company and any subsidiary that is a significant subsidiary (as such term is defined in Rule 1-02 of Regulation

S-X promulgated by the Commission) (each, a “Subsidiary,” collectively, the “Subsidiaries”), are,

and will be, duly organized, validly existing as a corporation and in good standing under the laws of their respective jurisdictions

of organization. The Company and the Subsidiaries are duly licensed or qualified as a foreign corporation for transaction of business

and in good standing under the laws of each other jurisdiction in which their respective ownership or lease of property or the conduct

of their respective businesses requires such license or qualification, and have all corporate power and authority necessary to own or

hold their respective properties and to conduct their respective businesses as described in the Registration Statement and the Prospectus,

except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate,

have a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects,

stockholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent the consummation

of the transactions contemplated hereby (a “Material Adverse Effect”).

Subsidiaries. The Company owns directly or indirectly, all of the equity interests of the Subsidiaries free and clear of any lien,

charge, security interest, encumbrance, right of first refusal or other restriction, and all the equity interests of the Subsidiaries

are validly issued and are fully paid, nonassessable and free of preemptive and similar rights. The Company does not own or control,

directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s

Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on

Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently

ended fiscal year.

No Violation or Default. Neither the Company nor any Subsidiary is (i) in violation of its charter or by-laws or similar organizational

documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in

the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement

or other similar agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary

is bound or to which any of the property or assets of the Company or any Subsidiary is subject; or (iii) in violation of any law or statute

or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of

each of clauses (ii) and (iii) above, for any such violation or default that would not, individually or in the aggregate, have a Material

Adverse Effect. To the Company’s knowledge, no other party under any material contract or other agreement to which it or any Subsidiary

is a party is in default in any respect thereunder where such default would have a Material Adverse Effect.

No Material Adverse Effect. Since the date of the most recent financial statements of the Company included or incorporated by

reference in the Registration Statement and Prospectus, there has not been (i) any Material Adverse Effect, or any development that would

result in a Material Adverse Effect, (ii) any transaction which is material to the Company and the Subsidiaries taken as a whole, (iii)

any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company or the Subsidiaries,

which is material to the Company and the Subsidiaries taken as a whole, (iv) any material change in the capital stock (other than (A)

the grant of additional options under the Company’s existing stock option plans, (B) changes in the number of outstanding Common

Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into,

Common Stock outstanding on the date hereof, (C) as a result of the issuance of Placement Shares, (D) any repurchases of capital stock

of the Company, (E) as described in a proxy statement filed on Schedule 14A or a Registration Statement on Form S-4, or (F) otherwise

publicly announced) or outstanding long-term indebtedness of the Company or the Subsidiaries or (v) any dividend or distribution of any

kind declared, paid or made on the capital stock of the Company or any Subsidiary, other than in each case above in the ordinary course

of business or as otherwise disclosed in the Registration Statement or Prospectus (including any document incorporated by reference therein).

Capitalization. The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and

non-assessable and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights,

rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration

Statement and the Prospectus as of the dates referred to therein (other than (i) the grant of additional options under the Company’s

existing stock option plans, (ii) changes in the number of outstanding Common Stock of the Company due to the issuance of shares upon

the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof, (iii) as

a result of the issuance of Placement Shares, or (iv) any repurchases of capital stock of the Company) and such authorized capital stock

conforms to the description thereof set forth in the Registration Statement and the Prospectus. The description of the Common Stock in

the Registration Statement and the Prospectus is complete and accurate in all material respects. Except as disclosed in or contemplated

by the Registration Statement or the Prospectus, the Company does not have outstanding any options to purchase, or any rights or warrants

to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or

sell, any shares of capital stock or other securities.

S-3 Eligibility. At the time the Registration Statement was declared effective, the Company met the then applicable requirements

for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.6 of Form S-3, if applicable.

As of the close of trading on the Exchange on March 25, 2026, the aggregate market value of the outstanding voting and non-voting common

equity (as defined in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Securities

Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control

with, the Company) (the “Non-Affiliate Shares”), was approximately $4.2 million (calculated by multiplying (x) the

highest price at which the common equity of the Company was last sold on the Exchange on any date 60 days prior to March 25. 2026, times

(y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has

not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed

current Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously

reflecting its status as an entity that is not a shell company.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform

the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal,

valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except to the extent that (i)

enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights

generally and by general equitable principles and (ii) the indemnification and contribution provisions of Section 11 hereof may

be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the board

of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor

as provided herein, will be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien,

encumbrance, security interest or other claim (other than any pledge, lien, encumbrance, security interest or other claim arising from

an act or omission of the Agent or a purchaser), including any statutory or contractual preemptive rights, resale rights, rights of first

refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued,

will conform in all material respects to the description thereof set forth in or incorporated into the Prospectus.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator

or any governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement,

and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for such consents, approvals, authorizations,

orders and registrations or qualifications (i) as may be required under applicable state securities laws or by the by-laws and rules

of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange, including any notices that may be required

by the Exchange, in connection with the sale of the Placement Shares by the Agent, (ii) as may be required under the Securities Act and

(iii) as have been previously obtained by the Company.

No Preferential Rights. (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities

Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person

any Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or

warrants to purchase Common Stock or upon the exercise of options that may be granted from time to time under the Company’s stock

option plan), (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison

pill” provision or otherwise) to purchase any Common Stock or shares of any other capital stock or other securities of the Company

from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) no Person has the right to act

as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Common Stock, and (iv) no Person

has the right, contractual or otherwise, to require the Company to register under the Securities Act any Common Stock or shares of any

other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement

or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of

the Placement Shares as contemplated thereby or otherwise, except in each case for such rights as have been waived on or prior to the

date hereof.

Independent Public Accountant. Elliott Davis, PLLC, whose report on the consolidated financial statements of the Company is filed

with the Commission as part of the Company’s Annual Report on Form 10-K filed with the Commission and incorporated into the Registration

Statement, for the fiscal year ended December 31, 2025 (the “Current Accountant”) and Rose, Snyder & Jacobs LLP

(“Prior Accountant” and together with the Current Accountant, the “Accountants”), whose report

on the consolidated financial statements of the Company is filed with the Commission as part of the Company’s Annual Report on

Form 10-K for the fiscal year ended December 31, 2024 filed with the Commission and incorporated into the Registration Statement, are

and, during the periods covered by their report, were independent public accountants within the meaning of the Securities Act and the

Public Company Accounting Oversight Board (United States). To the Company’s knowledge, the Accountant is not in violation of the

auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect to the

Company.

Enforceability of Agreements. All agreements between the Company and third parties expressly referenced in the Prospectus, other

than such agreements that have expired by their terms or whose termination is disclosed in documents filed by the Company on EDGAR, are

legal, valid and binding obligations of the Company and, to the Company’s knowledge, enforceable in accordance with their respective

terms, except to the extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws

affecting creditors’ rights generally and by general equitable principles and (ii) the indemnification provisions of certain agreements

may be limited by federal or state securities laws or public policy considerations in respect thereof, and except for any unenforceability

that, individually or in the aggregate, would not have a Material Adverse Effect.

No Litigation. There are no legal or governmental proceedings pending or to the Company’s knowledge, threatened, to which

the Company or any Subsidiary is a party or to which any of the properties of the Company or any Subsidiary is subject (i) other than

proceedings accurately described in all material respects in the Prospectus and proceedings that would not have a Material Adverse Effect

on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this

Agreement or to consummate the transactions contemplated by the Prospectus or (ii) that are required to be described in the Registration

Statement or the Prospectus and are not so described; and there are no statutes, regulations, contracts or other documents that

are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement

that are not described or filed as required.

Licenses and Permits. The Company and the Subsidiaries possess or have obtained, all licenses, certificates, consents, orders,

approvals, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state,

local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties

or the conduct of their respective businesses as currently conducted, as described in the Registration Statement and the Prospectus (the

“Permits”), except where the failure to possess, obtain or make the same would not, individually or in the aggregate,

have a Material Adverse Effect. Neither the Company nor any Subsidiary has received written notice of any proceeding relating to revocation

or modification of any such Permit or has any reason to believe that such Permit will not be renewed in the ordinary course, except where

the failure to obtain any such renewal would not, individually or in the aggregate, have a Material Adverse Effect.

No Material Defaults. Neither the Company nor any Subsidiary has defaulted on any installment on indebtedness for borrowed money

or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect.

The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report

on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has defaulted

on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually

or in the aggregate, would have a Material Adverse Effect.

Certain Market Activities. Neither the Company, any Subsidiary nor, to the knowledge of the Company, any of their respective directors,

officers or controlling persons has taken, directly or indirectly, any action designed, or that has constituted or would cause or result

in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of the Placement Shares.

Broker/Dealer Relationships. Neither the Company nor any Subsidiary or any related entities (i) is required to register as a “broker”

or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries,

controls or is a “person associated with a member” or “associated person of a member” (within the meaning set

forth in the FINRA Manual).

No Reliance. The Company has not relied upon the Agent or legal counsel for the Agent for any legal, tax or accounting advice

in connection with the offering and sale of the Placement Shares.

Taxes. The Company and the Subsidiaries have filed all federal, state, local and foreign tax returns which have been required

to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being

contested in good faith, except where the failure to do so would not have a Material Adverse Effect. Except as otherwise disclosed in

or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined adversely to the Company or any

Subsidiary which has had, or would have, individually or in the aggregate, a Material Adverse Effect. The Company has no knowledge of

any federal, state or other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened against

it which would have a Material Adverse Effect.

Title to Real and Personal Property. The Company and the Subsidiaries have good and valid title in fee simple to all items of

real property and good and valid title to all personal property described in the Registration Statement or Prospectus as being owned

by them that are material to the businesses of the Company or such Subsidiary, in each case free and clear of all liens, encumbrances

and claims, except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company

and the Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real property described

in the Registration Statement or Prospectus as being leased by the Company and the Subsidiaries is held by them under valid, existing

and enforceable leases, except those that (A) do not materially interfere with the use made or proposed to be made of such property by

the Company or the Subsidiaries or (B) would not, individually or in the aggregate, have a Material Adverse Effect.

Intellectual Property. The Company and the Subsidiary own or possess adequate enforceable rights to use all patents, patent applications,

trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet

domain name registrations, copyrights, copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or

unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”),

necessary for the conduct of their respective businesses as conducted as of the date hereof. The Company and the Subsidiaries have not

received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others. There are

no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings challenging the Company’s

or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ patents,

patent applications or proprietary information. No other entity or individual has any right or claim in any of the Company’s or

any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or

other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation,

other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim

challenging the rights of the Company or its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company

or any Subsidiary.

aa.

Compliance with Applicable Laws. Each of the Company’s subsidiaries are conducting business in compliance with all applicable

laws, rules and regulations of the jurisdictions in which it is conducting business, except where failure to be so in compliance would

not result in a Material Adverse Effect.

bb.

Environmental Laws. The Company and the Subsidiaries (i) are in compliance with any and all applicable federal, state, local and

foreign laws, rules, regulations, decisions and orders relating to the protection of human health and safety, the environment or hazardous

or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (ii) have received

and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their

respective businesses as described in the Registration Statement and the Prospectus; and (iii) have not received notice of any actual

or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants

or contaminants, except, in the case of any of clauses (i), (ii) or (iii) above, for any such failure to comply or failure to receive

required permits, licenses, other approvals or liability as would not, individually or in the aggregate, have a Material Adverse Effect.

cc.

Disclosure Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance

that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded

as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access

to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability

for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Since the end of the most recent audited fiscal year, there has been no material weakness in the Company’s internal control over

financial reporting (other than as set forth in the Registration Statement or the Prospectus). Since the date of the latest audited financial

statements of the Company included in the Prospectus, there has been no change in the Company’s internal control over financial

reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial

reporting (other than as set forth in the Registration Statement or the Prospectus). The Company has established disclosure controls

and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) that comply with the requirements of the Exchange Act. The Company’s

certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of a date within 90 days prior

to the filing date of the Form 10-K for the fiscal year most recently ended (such date, the “Evaluation Date”). The

Company presented in its Form 10-K for the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness

of the disclosure controls and procedures based on their evaluations as of the most recent Evaluation Date, and the “disclosure

controls and procedures” are effective.

dd.

Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the

Company’s directors or officers, in their capacities as such, to comply in all material respects with any applicable provisions

of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder. Each of the principal executive officer and the principal

financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer

of the Company as applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to

all reports, schedules, forms, statements and other documents required to be filed by it or furnished by it to the Commission during

the past 12 months. For purposes of the preceding sentence, “principal executive officer” and “principal financial

officer” shall have the meanings given to such terms in the Exchange Act Rules 13a-15 and 15d-15.

ee.

Finder’s Fees. Neither the Company nor any Subsidiary has incurred any liability for any finder’s fees, brokerage

commissions or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to

the Agent pursuant to this Agreement.

ff.

Labor Disputes. No labor disturbance by or dispute with employees of the Company or any Subsidiary exists or, to the knowledge

of the Company, is threatened which would result in a Material Adverse Effect.

gg.

Investment Company Act. Neither the Company nor any Subsidiary is, or after giving effect to the offering and sale of the Placement

Shares will be, required to register as an “investment company” or an entity “controlled” by an “investment

company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

hh.

Operations. The operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with applicable

financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money

laundering statutes of all jurisdictions to which the Company or the Subsidiaries are subject, the rules and regulations thereunder and

any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency having jurisdiction

over the Company (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any court

or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering

Laws is pending or, to the knowledge of the Company, threatened.

ii.

Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company,

and/or, to the knowledge of the Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structured

finance, special purpose or limited purpose entity (each, an “Off Balance Sheet Transaction”) that would affect materially

the Company’s liquidity or the availability of or requirements for its capital resources, including those Off Balance Sheet Transactions

described in the Commission’s Statement about Management’s Discussion and Analysis of Financial Conditions and Results of

Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Registration Statement or the Prospectus which have

not been described as required.

jj.

Underwriter Agreements. Other than with respect to this Agreement, the Company is not a party to any agreement with an agent or

underwriter for any other “at the market” or continuous equity transaction.

kk.

ERISA. To the knowledge of the Company, (i) each material employee benefit plan, within the meaning of Section 3(3) of the Employee

Retirement Income Security Act of 1974, as amended (“ERISA”) that is maintained, administered or contributed to by

the Company or any of its affiliates for employees or former employees of the Company and the Subsidiaries has been maintained in material

compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to

ERISA and the Internal Revenue Code of 1986, as amended (the “Code”); (ii) no prohibited transaction, within the meaning

of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Company with respect

to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and (iii) for each such plan that

is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as

defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan

(excluding for these purposes accrued but unpaid contributions) equals or exceeds the present value of all benefits accrued under such

plan determined using reasonable actuarial assumptions, other than, in the case of (i), (ii) and (iii) above, as would not have a Material

Adverse Effect.

ll.

Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section

21E of the Exchange Act) (a “Forward-Looking Statement”) contained in the Registration Statement and the Prospectus

has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

mm.

Margin Rules. Neither the issuance, sale and delivery of the Placement Shares nor the application of the proceeds thereof by the

Company as described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of

the Federal Reserve System.

nn.

Insurance. The Company and the Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the

Company and the Subsidiaries reasonably believe are adequate for the conduct of their business.

oo.

No Improper Practices. (i) Neither the Company, the Subsidiaries nor, to the Company’s knowledge, any of their respective

executive officers has, in the past five years, made any unlawful contributions to any candidate for any political office (or failed

fully to disclose any contribution in violation of law) or made any contribution or other payment to any official of, or candidate for,

any federal, state, municipal, or foreign office or other person charged with similar public or quasi-public duty in violation of any

law or of the character required to be disclosed in the Prospectus; (ii) no relationship, direct or indirect, exists between or among

the Company or, to the Company’s knowledge, the Subsidiaries or any affiliate of any of them, on the one hand, and the directors,

officers and stockholders of the Company or, to the Company’s knowledge, the Subsidiaries, on the other hand, that is required

by the Securities Act to be described in the Registration Statement and the Prospectus that is not so described; (iii) no relationship,

direct or indirect, exists between or among the Company or the Subsidiaries or any affiliate of them, on the one hand, and the directors,

officers, stockholders or directors of the Company or, to the Company’s knowledge, the Subsidiaries, on the other hand, that is

required by the rules of FINRA to be described in the Registration Statement and the Prospectus that is not so described; (iv) there

are no material outstanding loans or advances or material guarantees of indebtedness by the Company or the Subsidiaries to or for the

benefit of any of their respective officers or directors or any of the members of the families of any of them; and (v) the Company has

not offered, or caused any placement agent to offer, Common Stock to any person with the intent to influence unlawfully (A) a customer

or supplier of the Company or the Subsidiaries to alter the customer’s or supplier’s level or type of business with the Company

or the Subsidiaries or (B) a trade journalist or publication to write or publish favorable information about the Company or the Subsidiaries

or any of their respective products or services, and, (vi) neither the Company nor the Subsidiaries nor any employee or agent of the

Company or the Subsidiaries has made any payment of funds of the Company or the Subsidiaries or received or retained any funds in violation

of any law, rule or regulation (including, without limitation, the Foreign Corrupt Practices Act of 1977), which payment, receipt or

retention of funds is of a character required to be disclosed in the Registration Statement or the Prospectus.

pp.

Status Under the Securities Act. The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities

Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Placement Shares.

qq.

No Misstatement or Omission in an Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and

as of each Applicable Time (as defined in Section 25 below), did not, does not and will not, through the completion of the Placement

or Placements for which such Issuer Free Writing Prospectus is issued, include any information that conflicted, conflicts or will conflict

with the information contained in the Registration Statement or the Prospectus, including any incorporated document deemed to be a part

thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer

Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agent specifically for

use therein.

rr.

No Conflicts. Neither the execution of this Agreement, nor the issuance, offering or sale of the Placement Shares, nor the consummation

of any of the transactions contemplated herein, nor the compliance by the Company with the terms and provisions hereof will conflict

with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under, or has

resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company

pursuant to the terms of any contract or other agreement to which the Company may be bound or to which any of the property or assets

of the Company is subject, except (i) such conflicts, breaches or defaults as may have been waived and (ii) such conflicts, breaches

and defaults that would not have a Material Adverse Effect; nor will such action result (x) in any violation of the provisions of the

organizational or governing documents of the Company, or (y) in any material violation of the provisions of any statute or any order,

rule or regulation applicable to the Company or of any court or of any federal, state or other regulatory authority or other government

body having jurisdiction over the Company, except where such violation would not have a Material Adverse Effect.

ss.

OFAC.

(i)

Neither the Company nor any Subsidiary (collectively, the “Entity”) nor any director, officer, employee, agent, affiliate

or representative of the Entity, is a government, individual, or entity (in this paragraph (ss), “Person”) that is,

or is owned or controlled by a Person that is:

(a)

the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”),

the United Nations Security Council (“UNSC”), the European Union (“EU”), His Majesty’s Treasury

(“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor

(b)

located, organized or resident in a country or territory that is the subject of Sanctions.

(ii)

The Entity will not, directly or indirectly, knowingly use the proceeds of the offering, or lend, contribute or otherwise make available

such proceeds to any subsidiary, joint venture partner or other Person:

(a)

to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding

or facilitation, is the subject of Sanctions; or

(b)

in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether

as underwriter, advisor, investor or otherwise).

(iii)

The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years,

it has not knowingly engaged in and is not now knowingly engaged in any dealing or transactions with any Person, or in any country or

territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

tt.

Stock Transfer Taxes. On each Settlement Date, all material stock transfer or other taxes (other than income taxes) which are

required to be paid in connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will have been,

fully paid or provided for by the Company and all laws imposing such taxes will be or will have been fully complied with by the Company

in all material respects.

uu.

IT Systems. (i)(x) To the knowledge of Company, there has been no security breach or other compromise of any Company’s information

technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers,

vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and

Data”) and (y) the Company has not been notified of, and has no knowledge of any event or condition that would reasonably be

expected to result in, any security breach or other compromise to their IT Systems and Data; (ii) the Company is presently in material

compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental

or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and

to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in

the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company has implemented

backup and disaster recovery technology consistent with industry standards and practices.

Any

certificate signed by an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection with

this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the matters set

forth therein.

Covenants of the Company. The Company covenants and agrees with the Agent that:

Registration Statement Amendments. After the date of this Agreement and during any period in which a prospectus relating to any

Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement

may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”) (i) the Company

will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated

by reference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent

supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration

Statement or Prospectus related to the Placement or for additional information related to the Placement, (ii) the Company will prepare

and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or

Prospectus that, upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution

of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve

the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties

made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure to

make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company

will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security

convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to the Agent within

a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that (A) the

failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s

right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide

the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name

the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have with

respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will

furnish to the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference

into the Registration Statement or Prospectus, except for those documents available via EDGAR; and (iv) the Company will cause each amendment

or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the

Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant

to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission

under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by

the Company).

Notice of Commission Stop Orders. The Company will advise the Agent, promptly after it receives notice or obtains knowledge thereof,

of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement,

of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or threatening

of any proceeding for any such purpose; and it will use its commercially reasonable efforts to prevent the issuance of any stop order

or to obtain its withdrawal if such a stop order should be issued. The Company will advise the Agent promptly after it receives any request

by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer Free

Writing Prospectus or for additional information related to the offering of the Placement Shares or for additional information related

to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.

Delivery of Prospectus; Subsequent Changes. During the Prospectus Delivery Period, the Company will comply with all requirements

imposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective due dates all reports

and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a),

13(c), 14, 15(d) or any other provision of or under the Exchange Act. If the Company has omitted any information from the Registration

Statement pursuant to Rule 430A under the Securities Act, it will use its commercially reasonable efforts to comply with the provisions

of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Agent promptly of all such filings.

If during the Prospectus Delivery Period any event occurs as a result of which the Prospectus as then amended or supplemented would include

an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the

circumstances then existing, not misleading, or if during such Prospectus Delivery Period it is necessary to amend or supplement the

Registration Statement or Prospectus to comply with the Securities Act, the Company will promptly notify the Agent to suspend the offering

of Placement Shares during such period and the Company will promptly amend or supplement the Registration Statement or Prospectus (at

the expense of the Company) so as to correct such statement or omission or effect such compliance; provided, however, that the

Company may delay the filing of any amendment or supplement, if in the judgment of the Company, it is in the best interest of the Company.

Listing of Placement Shares. During the Prospectus Delivery Period, the Company will use its commercially reasonable efforts to

cause the Placement Shares to be listed on the Exchange and to qualify the Placement Shares for sale under the securities laws of such

jurisdictions in the United States as the Agent reasonably designates and to continue such qualifications in effect so long as required

for the distribution of the Placement Shares; provided, however, that the Company shall not be required in connection therewith

to qualify as a foreign corporation or dealer in securities, file a general consent to service of process, or subject itself to taxation

in any jurisdiction if it is not otherwise so subject.

Delivery of Registration Statement and Prospectus. The Company will furnish to the Agent and its counsel (at the reasonable expense

of the Company) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and

all amendments and supplements to the Registration Statement or Prospectus that are filed with the Commission during the Prospectus Delivery

Period (including all documents filed with the Commission during such period that are deemed to be incorporated by reference therein),

in each case as soon as reasonably practicable and in such quantities as the Agent may from time to time reasonably request and, at the

Agent’s request, will also furnish copies of the Prospectus to each exchange or market on which sales of the Placement Shares may

be made; provided, however, that the Company shall not be required to furnish any document (other than the Prospectus) to the

Agent to the extent such document is available on EDGAR.

Earnings Statement. The Company will make generally available to its security holders as soon as practicable, but in any event

not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month period

that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.

Use of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to

sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered

pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire,

Common Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on

the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement

Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement

Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or

continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock

(other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock,

warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however, that

such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase Common

Stock or Common Stock issuable upon the exercise of options, pursuant to any stock option, or benefits plan, stock ownership plan or

dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the

Company whether now in effect or hereafter implemented; (ii) Common Stock issuable upon conversion of securities or the exercise of warrants,

options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise in writing

to the Agent, (iii) Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated

transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as

not to be integrated with the offering of Common Stock hereby and (iv) Common Stock in connection with any acquisition, strategic investment

or other similar transaction (including any joint venture, strategic alliance or partnership).

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after

it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect

any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

Due Diligence Cooperation. During the term of this Agreement, the Company will cooperate with any reasonable due diligence review

conducted by the Agent or its representatives in connection with the transactions contemplated hereby, including, without limitation,

providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s

principal offices, as the Agent may reasonably request.

Required Filings Relating to Placement of Placement Shares. The Company agrees that on such dates as the Securities Act shall

require, the Company will (i) file a prospectus or prospectus supplement with the Commission under the applicable paragraph of Rule 424(b)

under the Securities Act (each and every date a filing under Rule 424(b) is made, a “Filing Date”), or disclose in

its annual report on Form 10-K or quarterly report on Form 10-Q, within the relevant period, the amount of Placement Shares sold through

the Agent, the Net Proceeds to the Company and the compensation payable by the Company to the Agent with respect to such Placement Shares,

and (ii) in the event the Company files a prospectus or prospectus supplement pursuant to Section 7(k)((i) deliver such number of copies

of each such prospectus or prospectus supplement to each exchange or market on which such sales were effected as may be required by the

rules or regulations of such exchange or market.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company:

(i)

amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares)

the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement

but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement

Shares;

(ii)

files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information

or a material amendment to the previously filed Form 10-K);

(iii)

files its quarterly reports on Form 10-Q under the Exchange Act; or

(iv)

files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant

to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain

properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act;

(Each

date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”)

the

Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained

in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(1). The requirement to provide a certificate

under this Section 7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending,

which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such

calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its

annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if

the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and

did not provide the Agent with a certificate under this Section 7(1), then before the Agent sells any Placement Shares, the Company

shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(1), dated the date of the Placement Notice.

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to

the Agent a written opinion and a negative assurance letter of Dykema Gossett PLLC (“Company Counsel”), or other counsel

reasonably satisfactory to the Agent, each in form and substance reasonably satisfactory to the Agent. Thereafter, within five (5) Trading

Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto

as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter of

Company Counsel in form and substance reasonably satisfactory to the Agent; provided that, in lieu of such negative assurance for subsequent

periodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the

effect that the Agent may rely on the negative assurance letter previously delivered under this Section 7(m) to the same extent as if

it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration Statement

and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Comfort Letter. On or prior to the date of the first Placement Notice given hereunder and within five (5) Trading Days after each

subsequent Representation Date, other than pursuant to Section 7(l)(iii), the Company shall cause its independent accountants to furnish

the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements

set forth in this Section 7(n). The Comfort Letter from the Company’s independent accountants shall be in a form and substance

reasonably satisfactory to the Agent, (i) confirming that they are an independent public accounting firm within the meaning of the Securities

Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such date, the conclusions

and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort

letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”)

and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it

been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented

to the date of such letter.

Market Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes

or would constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of

Common Stock or (ii) sell, bid for, or purchase Common Stock in violation of Regulation M, or pay anyone any compensation for soliciting

purchases of the Placement Shares other than the Agent.

Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor the

Subsidiaries will be or become, at any time prior to the termination of this Agreement, an “investment company,” as such

term is defined in the Investment Company Act.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity

as agent hereunder pursuant to Section 23, neither of the Agent nor the Company (including its agents and representatives, other

than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined

in Rule 405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement

Shares hereunder.

Sarbanes-Oxley Act. The Company will maintain and keep accurate books and records reflecting its assets and maintain internal

accounting controls in a manner designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with GAAP and including those policies and procedures that (i) pertain to

the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of

the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the Company’s

consolidated financial statements in accordance with GAAP, (iii) that receipts and expenditures of the Company are being made only in

accordance with management’s and the Company’s directors’ authorization, and (iv) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material

effect on its financial statements. The Company will maintain disclosure controls and procedures that comply with the requirements of

the Exchange Act.

Representations and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer under

FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold,

except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue,

for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and

regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration

or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and

regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of

the Placement Shares.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including

(i) the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial

statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number

as the Agent shall deem reasonably necessary, (ii) the printing and delivery to the Agent of this Agreement and such other documents

as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation,

issuance and delivery of the certificates, if any, for the Placement Shares to the Agent, including any stock or other transfer taxes

and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to

the Agent, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the reasonable and documented

out-of-pocket fees and disbursements of counsel to the Agent incurred in connection with (a) entering into the transactions contemplated

by this Agreement in an amount not to exceed $50,000 in the aggregate, and (b) ongoing diligence arising from the transactions contemplated

by this Agreement in an amount not to exceed $15,000 in the aggregate per calendar quarter in which the Company has issued or intends

to issue a Placement Notice; (vi) the fees and expenses of the transfer agent and registrar for the Common Stock, (vii) the filing fees

incident to any review by FINRA of the terms of the sale of the Placement Shares, and (viii) the fees and expenses incurred in connection

with the listing of the Placement Shares on the Exchange.

10.

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder with respect to a Placement will be subject

to the continuing accuracy and completeness of the representations and warranties made by the Company herein (other than those representations

and warranties made as of a specified date or time), to the due performance in all material respects by the Company of its obligations

hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing

reasonable satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions:

Registration Statement Effective. The Registration Statement shall remain effective and shall be available for the sale of all

Placement Shares contemplated to be issued by any Placement Notice.

No Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request

for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness

of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement

or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending

the effectiveness of the Registration Statement or receipt by the Company of notification of the initiation of any proceedings for that

purpose; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification

of any of the Placement Shares for sale in any jurisdiction or receipt by the Company of notification of the initiation of, or a threat

to initiate, any proceeding for such purpose; or (iv) the occurrence of any event that makes any material statement made in the Registration

Statement or the Prospectus or any material Incorporated Document untrue in any material respect or that requires the making of any changes

in the Registration Statement, the Prospectus or any material Incorporated Document so that, in the case of the Registration Statement,

it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein

or necessary to make the statements therein not misleading and, that in the case of the Prospectus or any material Incorporated Document,

it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein

or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Misstatement or Material Omission. The Agent shall not have advised the Company that the Registration Statement or Prospectus,

or any amendment or supplement thereto, contains an untrue statement of fact that in the Agent’s reasonable opinion is material,

or omits to state a fact that in the Agent’s reasonable opinion is material and is required to be stated therein or is necessary

to make the statements therein not misleading.

Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission,

there shall not have been any Material Adverse Effect, or any development that would cause a Material Adverse Effect.

Company Counsel Legal Opinion. The Agent shall have received the opinion or the Reliance Letter and negative assurance letter

of Company Counsel required to be delivered pursuant to Section 7(m) on or before the date on which such delivery of such opinion

and negative assurance letter are required pursuant to Section 7(m).

Agent Counsel Legal Opinion. Agent shall have received from Honigman LLP, counsel for the Agent, such opinion or opinions, on

or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(m), with respect

to such matters as the Agent may reasonably require, and the Company shall have furnished to such counsel such documents as they request

for enabling them to pass upon such matters.

Comfort Letter. The Agent shall have received the Comfort Letter required to be delivered pursuant Section 7(n) on or before

the date on which such delivery of such letter is required pursuant to Section 7(n).

Representation Certificate. The Agent shall have received the certificate required to be delivered pursuant to Section 7(1)

on or before the date on which delivery of such certificate is required pursuant to Section 7(1).

Secretary’s Certificate. On or prior to the first Representation Date, the Agent shall have received a certificate, signed

on behalf of the Company by its corporate Secretary, in form and substance satisfactory to the Agent and its counsel.

No Suspension. Trading in the Common Stock shall not have been suspended on the Exchange and the Common Stock shall not have been

delisted from the Exchange.

Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(1), the Company

shall have furnished to the Agent such appropriate further information, certificates and documents as the Agent may reasonably request

and which are usually and customarily furnished by an issuer of securities in connection with a securities offering of the type contemplated

hereby. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof.

Securities Act Filings Made. All filings with the Commission required by Rule 424 under the Securities Act to have been filed

prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing

by Rule 424.

Approval for Listing. The Placement Shares shall either have been approved for listing on the Exchange, subject only to notice

of issuance, or the Company shall have filed an application for listing of the Placement Shares on the Exchange at, or prior to, the

issuance of any Placement Notice.

No Termination Event. There shall not have occurred any event that would permit the Agent to terminate this Agreement pursuant

to Section 13(a).

11.

Indemnification and Contribution.

(a)

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers,

employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section

20 of the Exchange Act as follows:

(i)

against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon

any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto),

or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein

not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer

Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of

a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading;

(ii)

against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate

amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,

or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided

that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall

not unreasonably be delayed or withheld; and

(iii)

against any and all expense whatsoever, as incurred (including the reasonable and documented out-of-pocket fees and disbursements of

counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by

any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or

any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided,

however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out

of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written

information furnished to the Company by the Agent expressly for use in the Registration Statement (or any amendment thereto), or in any

related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

(b)

Indemnification by the Agent. The Agent agrees to indemnify and hold harmless the Company and its directors and officers, and

each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense

described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or

alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free

Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating

to the Agent and furnished to the Company in writing by the Agent expressly for use therein.

(c)

Procedure. Any party that proposes to assert the right to be indemnified under this Section 11 will, promptly after receipt

of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or

parties under this Section 11, notify each such indemnifying party of the commencement of such action, enclosing a copy of all

papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that

it might have to any indemnified party otherwise than under this Section 11 and (ii) any liability that it may have to any indemnified

party under the foregoing provisions of this Section 11 unless, and only to the extent that, such omission results in the forfeiture

of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies

the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects

by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified

party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory

to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense,

the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except

for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified

party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will

be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing

by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses

available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3)

a conflict or potential conflict of interest exists (based on advice of counsel to the indemnified party) between the indemnified party

and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf

of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within

a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable and documented out-of-pocket

fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the

indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable

for the reasonable and documented out-of-pocket fees, disbursements and other charges of more than one separate firm admitted to practice

in such jurisdiction at any one time for all such indemnified party or parties. All such reasonable and documented out-of-pocket fees,

disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party receives a written

invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in any event, be liable

for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written

consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action

or proceeding relating to the matters contemplated by this Section 11 (whether or not any indemnified party is a party thereto),

unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising

out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability

or a failure to act by or on behalf of any indemnified party.

(d)

Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for

in the foregoing paragraphs of this Section 11 is applicable in accordance with its terms but for any reason is held to be unavailable

from the Company or the Agent, the Company and the Agent will contribute to the total losses, claims, liabilities, expenses and damages

(including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of,

any action, suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other

than the Agent, such as persons who control the Company within the meaning of the Securities Act or the Exchange Act, officers of the

Company who signed the Registration Statement and directors of the Company, who also may be liable for contribution) to which the Company

and the Agent may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the

one hand and the Agent on the other hand. The relative benefits received by the Company on the one hand and the Agent on the other hand

shall be deemed to be in the same proportion as the total Net Proceeds from the sale of the Placement Shares (before deducting expenses)

received by the Company bear to the total compensation received by the Agent (before deducting expenses) from the sale of Placement Shares

on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the

allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in

the foregoing sentence but also the relative fault of the Company, on the one hand, and the Agent, on the other hand, with respect to

the statements or omission that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as

any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference to, among

other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact

relates to information supplied by the Company or the Agent, the intent of the parties and their relative knowledge, access to information

and opportunity to correct or prevent such statement or omission. The Company and the Agent agree that it would not be just and equitable

if contributions pursuant to this Section 11(d) were to be determined by pro rata allocation or by any other method of allocation

that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as

a result of the loss, claim, liability, expense, or damage, or action in respect thereof, referred to above in this Section 11(d)

shall be deemed to include, for the purpose of this Section 11(d), any legal or other expenses reasonably incurred by such indemnified

party in connection with investigating or defending any such action or claim to the extent consistent with Section 11(c) hereof.

Notwithstanding the foregoing provisions of this Section 11(d), the Agent shall not be required to contribute any amount in excess

of the commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning

of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 11(d), any person who controls a party to this Agreement within the meaning of the Securities Act

or the Exchange Act, and any officers, directors, partners, employees or agents of the Agent, will have the same rights to contribution

as that party, and each officer who signed the Registration Statement and director of the Company will have the same rights to contribution

as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of

commencement of any action against such party in respect of which a claim for contribution may be made under this Section 11(d),

will notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party

or parties from whom contribution may be sought from any other obligation it or they may have under this Section 11(d) except

to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from

whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 11(c) hereof, no party

will be liable for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant

to Section 11(c) hereof.

12.

Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 11 of this

Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as

of their respective dates, regardless of (i) any investigation made by or on behalf of the Agent, any controlling persons, or the Company

(or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment

therefor or (iii) any termination of this Agreement.

13.

Termination.

The Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there has been, since the

time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect,

or any development that would have a Material Adverse Effect that, in the sole judgment of the Agent, is material and adverse and makes

it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there

has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak

of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national

or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment

of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares,

(3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange

has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any

securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption

of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium

has been declared by either U.S. Federal or New York authorities. Any such termination shall be without liability of any party to any

other party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution),

Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial)

and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If the

Agent elects to terminate this Agreement as provided in this Section 13(a), the Agent shall provide the required notice as specified

in Section 14 (Notices).

The Company shall have the right, by giving three (3) days’ notice as hereinafter specified to terminate this Agreement in its

sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other

party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section

12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section

19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.

The Agent shall have the right, by giving three (3) days’ notice as hereinafter specified to terminate this Agreement in its sole

discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party

except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section

12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section

19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.

Unless earlier terminated pursuant to this Section 13, this Agreement shall automatically terminate upon the issuance and sale

of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein except that the provisions

of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and

Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction)

hereof shall remain in full force and effect notwithstanding such termination.

This Agreement shall remain in full force and effect unless terminated pursuant to Sections 13(a), (b), (c), or

(d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement

shall in all cases be deemed to provide that Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution),

Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial)

and Section 19 (Consent to Jurisdiction) shall remain in full force and effect. Upon termination of this Agreement, the Company

shall not have any liability to the Agent for any discount, commission or other compensation with respect to any Placement Shares not

otherwise sold by the Agent under this Agreement.

Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that

such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company,

as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares

shall settle in accordance with the provisions of this Agreement.

14.

Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the

terms of this Agreement shall be in writing, unless otherwise specified, and if sent to the Agent, shall be delivered to:

Curvature

Securities, LLC

Main Street

Chatham

NJ 07928

Attention:

Joseph Haughton, Head of Investment Banking

Email:

[●]

with

a copy to:

Honigman

LLP

660

Woodward Ave # 2290

Detroit,

MI 48226

Attention:

Michael Rosenberg and N. Danny Shulman

Email:

MRosenberg@honigman.com; NShulman@honigman.com

and

if to the Company, shall be delivered to:

Volato

Group, Inc.

1954

Airport Road, Suite 124

Chamblee,

Georgia 30341

Attention:

Mark Heinen, CFO

Telephone:

414-868-4095

Email:

[●]

with

a copy to:

Dykema

Gossett PLLC

Attention:

Kate Bechen

Telephone:

(414) 488-7333

Email:

kbechen@dykema.com

Each

party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address

for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally, by email, or by verifiable

facsimile transmission on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next

succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on

the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid).

For purposes of this Agreement, “Business Day” shall mean any day on which the Exchange and commercial banks in the

City of New York are open for business.

15.

Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent and their respective

successors and the affiliates, controlling persons, officers and directors referred to in Section 11 hereof. References to any

of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in

this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors

and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided

in this Agreement. Neither the Company nor the Agent may assign its rights or obligations under this Agreement without the prior written

consent of the other party.

16.

Adjustments for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall

be adjusted to take into account any share consolidation, stock split, stock dividend, corporate domestication or similar event effected

with respect to the Placement Shares.

17.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement

Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings,

both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof

may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the

provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by

a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is

valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or

unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder

of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

18.

GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF

THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. THE

COMPANY AND THE AGENT EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY

JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

19.

CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS

SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION

CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS

NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM

OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND

CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN

RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE

GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO

SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.

20.

Use of Information. The Agent may not use any information gained in connection with this Agreement and the transactions contemplated

by this Agreement, including due diligence, to advise any party with respect to transactions not expressly approved by the Company.

21.

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of

which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made

by facsimile transmission or email of a .pdf attachment.

22.

Effect of Headings. The section, Schedule and Exhibit headings herein are for convenience only and shall not affect the construction

hereof.

23.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of

the Agent, and the Agent represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and

will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise

constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing

prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing

Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing

Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements

of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending

and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit

23 hereto are Permitted Free Writing Prospectuses.

24.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that:

The Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction

contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company

or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand,

and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective

of whether or not the Agent has advised or is advising the Company on other matters, and the Agent has no obligation to the Company with

respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement;

it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated

by this Agreement;

the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement

and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;

it is aware that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from

those of the Company and the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary,

advisory or agency relationship or otherwise; and

it waives, to the fullest extent permitted by law, any claims it may have against the Agent for breach of fiduciary duty or alleged breach

of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent shall not have any liability

(whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting

a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of the

Agent’s obligations under this Agreement and to keep information provided by the Company to the Agent and its counsel confidential

to the extent not otherwise publicly-available.

25.

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:

“Applicable

Time” means (i) each Representation Date and (ii) the time of each sale of any Placement Shares pursuant to this Agreement.

“Issuer

Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Placement

Shares that (1) is required to be filed with the Commission by the Company, (2) is a “road show” that is a “written

communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is exempt

from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement Shares or of the offering that does not

reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed,

in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act.

“Rule

172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),”

“Rule 430B,” and “Rule 433” refer to such rules under the Securities Act.

All

references in this Agreement to financial statements and schedules and other information that is “contained,” “included”

or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to

mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration

Statement or the Prospectus, as the case may be.

All

references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall

be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing

Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission)

shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements”

to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection

with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States.

[Remainder

of the page intentionally left blank]

the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below

for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent.

Very

truly yours,

VOLATO

GROUP, INC.

By:

Name:

Mark

Heinen

Title:

Chief

Financial Officer

ACCEPTED as of the date first-above written:

CURVATURE SECURITIES, LLC

By:

Name:

Michael Bodner

Title:

President

SCHEDULE

FORM

OF PLACEMENT NOTICE

From:

Volato

Group, Inc.

To:

Curvature

Securities, LLC

Attention:

Joseph

Haughton

Subject:

ATM

— Placement Notice

Date:

[●],

20[●]

Ladies

and Gentlemen:

Pursuant

to the terms and subject to the conditions contained in the ATM Sales Agreement between Volato Group, Inc., a Delaware corporation (the

“Company”), and Curvature Securities, LLC (the “Agent”), dated March 27, 2026, the Company hereby

requests that the Agent sell up to [____] of the Company’s Class A Common Stock, par value $0.0001 per share, at a minimum market

price of $ per share, during the time period beginning [month, day, time] and ending [month, day, time].

SCHEDULE

Compensation

The

Company shall pay to the Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount equal to up to 3.0%

of the gross proceeds from each sale of Placement Shares.

SCHEDULE

Notice

Parties

The

Company

Mark

Heinen

[●]

Matt

Liotta

[●]

The

Agent

Joseph

Hauton

[●]

EXHIBIT

7(1)

Form

of Representation Date Certificate

___________,

20___

This

Representation Date Certificate (this “Certificate”) is executed and delivered in connection with Section 7(1)

of the ATM Sales Agreement (the “Agreement”), dated March 27, 2026, and entered into between Volato Group, Inc. (the

“Company”) and Curvature Securities, LLC. All capitalized terms used but not defined herein shall have the meanings

given to such terms in the Agreement.

The

Company hereby certifies as follows:

As of the date of this Certificate (i) the Registration Statement does not contain any untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) neither

the Registration Statement nor the Prospectus contain any untrue statement of a material fact or omit to state a material fact required

to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made,

not misleading and (iii) no event has occurred as a result of which it is necessary to amend or supplement the Prospectus in order to

make the statements therein not untrue or misleading for this paragraph 1 to be true.

Each of the representations and warranties of the Company contained in the Agreement were, when originally made, and are, as of the date

of this Certificate, true and correct in all material respects.

Except as waived by the Agent in writing, each of the covenants required to be performed by the Company in the Agreement on or prior

to the date of the Agreement, this Representation Date, and each such other date prior to the date hereof as set forth in the Agreement,

has been duly, timely and fully performed in all material respects and each condition required to be complied with by the Company on

or prior to the date of the Agreement, this Representation Date, and each such other date prior to the date hereof as set forth in the

Agreement has been duly, timely and fully complied with in all material respects.

Subsequent to the date of the most recent financial statements in the Prospectus, and except as described in the Prospectus, including

Incorporated Documents, there has been no Material Adverse Effect.

No stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued, and no proceedings for

that purpose have been instituted or are pending or threatened by any securities or other governmental authority (including, without

limitation, the Commission).

No order suspending the effectiveness of the Registration Statement or the qualification or registration of the Placement Shares under

the securities or Blue Sky laws of any jurisdiction are in effect and no proceeding for such purpose is pending before, or threatened,

to the Company’s knowledge or in writing by, any securities or other governmental authority (including, without limitation, the

Commission).

The

undersigned has executed this Representation Date Certificate as of the date first written above.

VOLATO

GROUP, INC.

By:

Name:

Title:

EXHIBIT

Permitted

Issuer Free Writing Prospectuses

[None.]

EX-5.1

Filename: ex5-1.htm · Sequence: 3

Exhibit

5.1

Dykema

Gossett PLLC

111

E. Kilbourn Ave.

Suite

1050

Milwaukee,

WI 53202

www.dykema.com

Tel:

414-488-7300

March

27, 2026

Board

of Directors

Volato

Group, Inc.

1954

Airport Road, Suite 124

Chamblee,

Georgia 30341

Re: Registration

Statement on Form S-3 (File No. 333-290219)

Ladies

and Gentlemen:

have acted as counsel to Volato Group, Inc., a Delaware corporation (the “Company”), in connection with the Company’s

filing with the U.S. Securities and Exchange Commission, pursuant to the Securities Act of 1933, as amended (the “Securities Act”),

of the above-referenced Registration Statement on Form S-3 (as amended or supplemented, the “Registration Statement”), the

base prospectus declared effective on September 30, 2025 (the “Base Prospectus”), and the prospectus supplement dated March

27, 2026 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”) relating to the

proposed offering by the Company of up to $3,700,000 shares of the Company’s Class A Common Stock, par value $0.0001 per share

(the “Shares”). We understand that the Shares are proposed to be offered and sold by the Company through Curvature Securities

LLC as sales agent or principal (the “Agent”), pursuant to an ATM Sales Agreement by and between the Agent and the Company

(the “Sales Agreement”).

our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken

by the Company in connection with the preparation and filing of the Registration Statement, the Base Prospectus, the Prospectus Supplement,

the negotiation and execution of the Sales Agreement, and the authorization, issuance and sale of the Shares.

For

purposes of this letter, we have examined originals or copies, certified or otherwise, of such corporate records, organizational and

governing documents, agreements, instruments, certificates of public officials or of officers or other representatives of the Company,

the Registration Statement (including any exhibits thereto), and such other documents as we have deemed appropriate, relevant, or necessary

as a basis for the opinions set forth below. We have also reviewed such questions of law as we have deemed necessary or appropriate.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons,

the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic

original documents of all documents submitted to us as copies (including by facsimile or other electronic transmission). As to all matters

of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently

established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This

opinion is limited to the General Corporation Law of the State of Delaware as currently in effect. We express no opinion herein as to

any other statutes, rules or regulations (and in particular, we express no opinion as to any effect that such other statutes, rules or

regulations may have on the opinions expressed herein).

California

Volato

Group, Inc.

March

27, 2026

Page

Based

on the foregoing we are of the opinion that, following (i) authorization by the Company’s Board of Directors or a duly authorized

pricing committee thereof, within the limitations established by resolutions duly adopted by the Board of Directors, of the terms pursuant

to which the Shares may be sold pursuant to the Sales Agreement, (ii) issuance of the Shares pursuant to placement instructions under

the Sales Agreement, consistent with the terms authorized in the above-mentioned resolutions of the Board of Directors or a duly authorized

pricing committee thereof, and (iii) receipt by the Company of the proceeds for the Shares sold pursuant to such terms and such placement

instructions, the Shares will be duly authorized, and when the Shares have been issued and sold in the manner described in the Registration

Statement, the Prospectus, and the Sales Agreement, the Shares will be validly issued, fully paid and non-assessable.

This

opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the

offer and sale of the Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus. This opinion

letter is rendered as of the date hereof and based solely on our understanding of facts in existence as of such date after the examination

described in this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the

facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

hereby consent to the use of this opinion as Exhibit 5.1 to the above-described Form 8-K, and further consent to the reference to this

firm under the caption “Legal Matters” in the Prospectus which is part of the Registration Statement. In giving such consent,

we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or

the rules and regulations thereunder.

Sincerely,

/s/

Dykema Gossett PLLC

DYKEMA GOSSETT PLLC

EX-23.2

Filename: ex23-2.htm · Sequence: 4

Exhibit

23.2

Consent

of Independent Registered Public Accounting Firm

consent to the incorporation by reference in this Registration Statement (No. 333-290219) on Form S-3 and related Prospectus of Volato

Group, Inc., of our report dated March 12, 2026, relating to the consolidated financial statements of Volato Group, Inc., appearing in

the Annual Report on Form 10-K of Volato Group, Inc. for the year ended December 31, 2025.

also consent to the reference to our firm under the heading “Experts” in such Prospectus.

/s/

Elliott Davis, PLLC

Charlotte,

North Carolina

March

27, 2026

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

dei_SecurityExchangeName

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Data Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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