Form 8-K

8-K — Volato Group, Inc.

Accession: 0001493152-26-042429

Filed: 2026-09-11

Period: 2026-09-04

CIK: 0001853070

SIC: 4522 (AIR TRANSPORTATION, NONSCHEDULED)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

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

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-2.2 (ex2-2.htm)

EX-3.1 (ex3-1.htm)

EX-3.2 (ex3-2.htm)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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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): September 4, 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.

Merger

Agreement Amendment

previously disclosed, on August 25, 2026, Volato Group, Inc., a Delaware corporation (“Volato” or the “Company”),

entered into an Agreement and Plan of Merger (as subsequently amended, the “Merger Agreement”) with Volato Alignment Merger

Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Volato (“Merger Sub”), and Alignment Engine

Inc., a Delaware corporation (“Aligned”), pursuant to which Aligned would merge with and into Merger Sub, with Merger Sub

surviving the merger as a wholly-owned subsidiary of Volato (together with all other transactions contemplated by the Merger Agreement,

the “Merger”). On September 11, 2026, the parties closed the Merger, as more fully described throughout this Current Report

on Form 8-K (the “Closing”). As previously disclosed, the Closing was subject to certain customary closing conditions,

including the Company receiving a fairness opinion by an independent third party that the merger consideration is fair to the Company’s

stockholders. The Company obtained the required fairness opinion prior to the Closing. The Company’s board of directors

(“Board”) approved the Merger Agreement and the consummation of the Merger, which was not subject to approval of the Company’s

stockholders.

Prior

to the Closing, on September 4, 2026, the parties entered into an Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”),

pursuant to which the parties clarified that the issuance of the Merger Consideration Shares (as defined below) would result in the Aligned

securityholders holding 95% of the Company’s Class A common stock, par value $0.0001 per share (the “Volato Common Stock”),

on an as converted and fully diluted basis, and also taking into account the Aligned valuation of $500 million (the “Aligned Valuation”)

and the potential issuance of an in-kind dividend by the Company. The Amendment also (i) extended the Drop Dead Date (as defined in the

Merger Agreement) from September 4, 2026 to September 11, 2026, and (ii) established that each Aligned securityholder would be

subject to a lock-up provision, such that each Aligned securityholder may not sell, offer to sell, or otherwise convey any Conversion

Shares (as defined below) for a period of 180 days following the Closing. All other material terms of the Merger Agreement remained

unchanged by the Amendment.

Additionally,

on September 10, 2026, the parties entered into an Amended and Restated Amendment No. 1 to Agreement and Plan of Merger (the “Restated

Amendment”), pursuant to which the parties amended and restated the Amendment in its entirety to further clarify the calculation

of the merger consideration under the Merger Agreement. Specifically, the Restated Amendment clarified that the Aligned securityholders

would hold 95% of the Volato Common Stock, on an as converted and fully diluted basis, assuming that the Company has a combined post-closing

valuation of $508,502,712 (after giving effect to the Aligned Valuation) and after giving effect to any shares of Volato

Common Stock issued in connection with (i) the resolution and/or settlement of any litigation involving the Company, provided such litigation

is threatened or pending as of the Closing, (ii) the grant of equity compensation to the Company’s directors or employees

as determined by the Board and the compensation committee of the Board, as applicable, in their sole discretion, and (iii) a potential

in-kind dividend, as the Board may reasonably determine in its sole discretion. All other terms of the Merger Agreement and the initial

Amendment remain unchanged by the Restated Amendment.

The

foregoing descriptions of the Merger Agreement and the Restated Amendment do not purport to be complete and are qualified in their entirety

by reference to the Merger Agreement and the Restated Amendment, which are filed as Exhibit 2.1 and Exhibit 2.2, respectively, to this

Current Report on Form 8-K and are incorporated herein by reference.

Lock-Up

Agreement

Pursuant

to the Merger Agreement, on September 10, 2026, the Company entered into lock-up agreements (the “Lock-Up Agreements”) with

each of the directors and officers of the Company (each, a “Locked-Up Party”), effective as of September 11, 2026, with respect

to all of the Company’s securities, including any securities paid as dividends or distributions with respect to the such securities

or into which those securities are exchanged or converted, held by such Locked-Up Parties (the “Lock-Up Securities”). Pursuant

to the Lock-Up Agreements, each Locked-Up Party agreed, except in the case of a Permitted Transfer (as defined in the Lock-Up

Agreements), not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, swap, transfer,

dispose of or agree to dispose of, directly or indirectly, or otherwise convey any Lock-Up Securities during the period commencing on

the date of the Closing and ending 180 days after the Closing.

The

foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the

form of the Lock-Up Agreements, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Voting

Agreement

September 10, 2026, the Company entered into stockholder voting and support agreements (the “Voting Agreements”) with

each of the directors and officers of the Company (each, a “Key Stockholder”) effective as of September 11, 2026. Pursuant

to the Voting Agreements, each Key Stockholder agreed, with respect to the shares of Volato Common Stock held by such Key Stockholder

prior to the Expiration Date (as defined in the Voting Agreements), to vote such shares of Volato Common Stock in favor of Merger Proposals

(as defined in the Merger Agreement). To facilitate the Voting Agreement, each Key Stockholder agreed not to assign, sell,

transfer, tender, exchange, pledge, hypothecate, create a lien or other encumbrance upon, gift, place in trust, or otherwise dispose

of the shares of Volato Common Stock held by such Key Stockholder until the Expiration Date.

The

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

of the Voting Agreements, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Convertible

Note and Waiver Agreement

previously disclosed, on December 4, 2024, the Company entered into a Securities Purchase Agreement (“SPA”) with an institutional

investor (the “Buyer”). Under the SPA, the Company agreed to issue convertible promissory notes (“Notes”) in

an aggregate original principal amount of up to $36,000,000, which, once issued, would be convertible into shares of Volato Common Stock.

The parties completed the closing of (i) the first tranche on December 4, 2024, in an aggregate original principal amount of $4,500,000,

(ii) the second tranche on June 13, 2025, in an aggregate original principal amount of $1,500,000, (iii) the third tranche on July 21,

2025, in an aggregate original principal amount of $3,000,000, and (iv) the fourth tranche closing on October 16, 2025, in an aggregate

original principal amount of $2,220,000.

In connection with

the closing of the fifth tranche as further described below, the Company and the Buyer entered in a Waiver Agreement on September 11,

2026 (the “Waiver Agreement”), with respect to the waiver of certain rights under the SPA and Fifth Tranche Note (defined

below), as further described in the Waiver Agreement. The waivers provide the Company with the ability to imminently execute its

intended financing plan to support the Aligned business plan and future growth.

September 11 2026, the parties consummated the closing of a fifth tranche and the Company issued to the Buyer a senior unsecured convertible

promissory note, in an aggregate original principal amount of $7,500,000 (the “Fifth Tranche Note”), under the SPA. The Fifth

Tranche Note was issued to the Buyer under the SPA as consideration for the Buyer’s waiver of certain rights under the SPA

and Fifth Tranche Note, and matures on September 11, 2027.

The

SPA, Waiver Agreement, and Fifth Tranche Note contain customary representations, warranties, agreements and conditions to completing

future sale transactions, indemnification rights and obligations of the parties. Among other things, the Buyer represented to the Company,

that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933,

as amended (the “Securities Act”)). The Company offered and issued the Notes, and will issue any additional Notes, and the

shares of Volato Common Stock issuable pursuant to the Notes, in reliance upon the exemptions from registration contained in Section

4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

The

foregoing descriptions of the Fifth Tranche Note and Waiver Agreement do not purport to be complete and are qualified in their entirety

by reference to the Fifth Tranche Note and Waiver Agreement, which are filed as Exhibit 4.1 and Exhibit 10.3, respectively, to this Current

Report on Form 8-K and are incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets.

the extent required, the information set forth under the heading “Merger Agreement Amendment” in Item 1.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 2.01.

consideration for the Merger and at the effective time of the Merger (the “Effective Time”), all capital stock and other

securities of Aligned, excluding options and warrants, issued and outstanding immediately prior to the Effective Time were converted

into the right to receive an aggregate of (i) 79,078 shares of a newly-designated series of non-voting convertible preferred stock, par

value $0.0001 per share, of Volato (the “Series A Preferred Stock”) and (ii) 316,312 shares of a newly-designated series

of non-voting convertible preferred stock, par value $0.0001 per share, of Volato (the “Series A-1 Preferred Stock” and,

together with the Series A Preferred Stock, the “Merger Consideration Shares”). The Merger Consideration Shares, together

with the Volato Options and Warrants (as defined below), are convertible or exercisable, as applicable, into a number of shares of Volato

Common Stock equal to 95% of the Volato Common Stock on an as converted and fully diluted basis (the “Conversion Shares”),

as may be adjusted in accordance with the Merger Agreement to avoid the issuance of any fractional shares.

The

Series A Preferred Stock and the Series A-1 Preferred Stock are only convertible following (i) approval of the listing of the combined

company on the NYSE American LLC (“NYSE American”), (ii) approval of the conversion of the Series A-1 Preferred Stock into

shares of Volato Common Stock by Volato’s stockholders (the “Preferred Stock Conversion”), and (iii) effectiveness

of a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number

of authorized shares of Volato Common Stock (the “Authorized Shares Amendment”).

Pursuant

to the Merger Agreement, the Company intends to hold a meeting of stockholders (the “Stockholder Meeting”) to ask its stockholders

to, among other things, vote upon proposals to: (i) approve the issuance of Volato Common Stock upon the Preferred Stock Conversion and

upon exercise of the Volato Options and Warrants (the “Stock Issuance Approval”); (ii) elect six members of the board of

directors, consisting of five individuals designated by Aligned and one individual designated by the Company (the “Election of

Directors”); (iii) approve the Authorized Shares Amendment; (iv) authorize the Company’s board of directors to change the

Company’s name from “Volato Group, Inc.” to a name selected by Aligned (together with the Stock Issuance Approval,

the Election of Directors, and the Authorized Shares Amendment, the “Stockholder Approvals”); and (v) approve such other

matters as the Company determines to be necessary or appropriate.

If,

prior to the Stockholder Meeting, the Company reasonably believes that (i) it will not have sufficient shares of Volato Common Stock

represented in person or by proxy to constitute a quorum necessary to conduct business at the Stockholder Meeting or (ii) it will not

receive proxies sufficient to obtain the required votes for the Stockholder Approvals, then, in each case, the Company will use its commercially

reasonable efforts to adjourn the Stockholder Meeting one or more times and to obtain the Stockholder Approvals, as further described

in the Merger Agreement. The Company will hold a meeting of its stockholders at least once every four months until it obtains the Stockholder

Approvals.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

the extent required, the information set forth under the heading “Convertible Note and Waiver Agreement” in Item 1.01

of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02

Unregistered Sales of Equity Securities.

Merger

Consideration Shares, Options, and Warrants

the extent required, the information set forth under the heading “Merger Agreement Amendment” in Item 1.01 of this

Current Report on Form 8-K and the information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference

into this Item 3.02.

addition to the issuance of the Merger Consideration Shares, at the Effective Time, (i) each option to purchase Aligned common stock

outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive options to purchase Volato

Common Stock and (ii) each warrant to purchase Aligned common stock outstanding immediately prior to the Effective Time was cancelled

and converted into the right to receive warrants to purchase Volato Common Stock (such options and warrants to purchase Volato Common

Stock collectively, the “Volato Options and Warrants”). The exercisability of the Volato Options and Warrants is subject

to approval by the Company’s stockholders. Except as otherwise provided in the Merger Agreement, the Volato Options and Warrants

have substantially the same terms as the corresponding Aligned options and warrants prior to the Closing. The Volato Options and Warrants

constitute a part of the 95% merger consideration described above.

The

Company offered and issued the Merger Consideration Shares and the Volato Options and Warrants, and will issue the Conversion Shares,

in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

The securities were offered and sold without any general solicitation by the Company or its representatives. The securities have not

been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption

from the registration requirements of the Securities Act. This Current Report on Form 8-K is not an offer to sell or a solicitation of

an offer to buy any securities, nor will there be any sale of securities in any state or jurisdiction in which such offer, solicitation

or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Convertible

Note

the extent required, the information set forth under the heading “Convertible Note and Waiver Agreement” in Item 1.01

of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 3.03

Material Modification to Rights of Security Holders.

September 11, 2026, the Company filed a Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock

and a Certificate of Designations, Preferences and Rights of the Series A-1 Convertible Preferred Stock (collectively, the “Certificates

of Designation”) with the Secretary of State of the State of Delaware that set forth the rights, preferences, powers, and restrictions

of the shares of Series A Preferred Stock and Series A-1 Preferred Stock, respectively.

the Closing, all capital stock and other securities of Aligned, excluding options and warrants, issued and outstanding immediately

prior to the Effective Time were converted into the right to receive the Merger Consideration Shares. Specifically, the Aligned securityholders

each have the right to obtain their pro rata share of the Conversion Shares. Each of Series A Preferred Stock and Series A-1 Preferred

Stock will be convertible, at the election of the holders, into a number of shares of Volato Common Stock determined by dividing the

stated value of $641.5267 per share by $0.1537, as may be adjusted under the terms of the Certificates of Designation.

the conversion would cause a holder to exceed ownership of 4.99% of the Volato Common Stock (the “Beneficial Ownership Limitation”),

then the Company will only issue such number of shares to such holder as instructed by such holder and as would not cause such holder

to exceed the maximum number of shares permitted under the Beneficial Ownership Limitation. The Beneficial Ownership Limitation may be

increased or decreased with at least 60 days prior notice by a holder, but may not be increased above 9.99%.

Holders

of the Series A Preferred Stock and Series A-1 Preferred Stock are entitled to receive dividends on shares of the Series A Preferred

Stock and Series A-1 Preferred Stock on an as-if-converted basis, without regard to any beneficial ownership limitation, equal to and

in the same form and manner as dividends are paid to holders of the shares of Volato Common Stock. Subject to any requirements of the

General Corporation Law of the State of Delaware, the Series A Preferred Stock and Series A-1 Preferred Stock have no voting rights.

The Series A Preferred Stock and Series A-1 Preferred Stock rank senior to shares of Volato Common Stock as to distributions of assets

upon liquidation, dissolution, or winding up of the Company.

The

foregoing description of the Certificates of Designation does not purport to be complete and is qualified in its entirety by reference

to the form of the Certificates of Designation, which are filed as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K and

are incorporated herein by reference.

Item 5.02

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

Officers.

Closing, Matthew Liotta resigned as Chief Executive Officer of the Company and the Board appointed Christopher Ensey as the Chief Executive

Officer of the Company and a member of the Board. Mr. Ensey will not serve on any committees of the Board. The parties are working to

finalize and execute a definitive agreement with respect to Mr. Ensey’s services.

Set

forth below is certain information concerning Mr. Ensey’s past employment history, directorships held in public companies, if any,

and qualifications for service on the Board. Neither Mr. Ensey nor his immediate family members (within the meaning of Item 404 of Regulation

S-K), had or will have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of

Regulation S-K.

Christopher

Ensey has served as Chief Executive Officer of Alignment Engine Inc. since June 2023, where he leads initiatives in AI/HPC datacenter

design and GPU interconnect hardware, guiding company strategy, fundraising and market positioning. He has served as a director and Audit

Committee member of Datacentrex, Inc. (ticker DTCX), a publicly reporting blockchain and AI technology company, since October 2025, when

he joined the board of its predecessor Thumzup Media Corporation (ticker TZUP), continuing as a director after the company became Datacentrex,

Inc. in December 2025. From June 2021 to January 2024, Mr. Ensey served as Chief Technical Advisor to Gryphon Digital Mining, Inc. (now

American Bitcoin Corp., NASDAQ: ABTC). From 2021 to 2023, he was Founding Partner and Chief Technology Officer of Gulp Data, an AI-driven

data valuation platform, where he oversaw engineering and established enterprise partnerships. From 2020 to 2021 he served as Chief Technology

Officer of eMed, launching an FDA-authorized digital health platform that scaled to serve millions of users and resulted in six issued

patents. From 2019 to 2020 he was Chief Technology Officer of BlueVoyant, where he managed global cybersecurity operations and directed

a $45 million budget. Mr. Ensey served as Chief Operating Officer of Riot Blockchain, Inc. (now Riot Platforms, Inc., NASDAQ: RIOT) from

January 2018 to September 2018 and as its Interim Chief Executive Officer from September 2018 to February 2019, and previously served

as a senior officer of Dunbar Security Solutions from September 2012 to February 2018. Mr. Ensey holds a Bachelor of Science in Computer

Engineering from Virginia Polytechnic Institute and State University (Virginia Tech). Mr. Ensey brings extensive leadership and expertise

in technology and cybersecurity.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

the extent required, the information contained in Item 1.01 and Item 3.03 of this Current Report on Form 8-K is incorporated by reference

into this Item 5.03.

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

Act of 1934, as amended (the “Exchange Act”). 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 contemplated benefits of the Merger and other future events and contingencies relating

thereto. 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; 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; that Aligned’s planned business and technology

infrastructure do not yield the benefits anticipated or sought; that following Closing the Company may be unable to obtain the requisite

shareholder approvals; 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

This

communication relates to a transaction involving Volato and Aligned. This communication is not a substitute for any other document that

Volato has filed or will file with the SEC in connection with the transaction. This communication does not contain all of the information

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

matters. Copies of all relevant materials for the transaction 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. Volato’s stockholders may also obtain copies of the documents,

when available, without charge, by directing a request to Volato at 1954 Airport Road, Suite 124, Chamblee, GA 30341, or by telephone

at (844) 399-8998.

Offer or Solicitation

This

communication is for informational 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 potential transaction or otherwise, nor shall there

be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The transactions were implemented

solely pursuant to the legally binding definitive agreements which are filed as exhibits to this Current Report on Form 8-K, and which

contain the material terms and conditions of the transactions. 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.

(a)

Financial

statements of businesses or funds acquired.

Pursuant

to Item 9.01(a)(3) of Form 8-K, no financial statements are being filed with this Current Report on Form 8-K. To the extent that

financial statements are determined to be required, such financial statements will be filed in an amendment to this Current Report

on Form 8-K no later than 71 calendar days after the date this initial Current Report on Form 8-K is required to be filed.

(b)

Pro

forma financial information.

Pursuant

to Item 9.01(b)(2) of Form 8-K, no pro forma financial information is being filed with this Current Report on Form 8-K. To the extent

that pro forma financial information is determined to be required, such pro forma financial information will be filed in an amendment

to this Current Report on Form 8-K no later than 71 calendar days after the date this initial Current Report on Form 8-K is required

to be filed.

(d)

Exhibits.

Exhibit

No.

Description

2.1*

Agreement and Plan of Merger, dated August 25, 2026, between Volato Group, Inc., Volato Alignment Merger Sub, LLC, and Alignment Engine Inc. (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2026).

2.2

Amended and Restated Amendment No. 1 to Agreement and Plan of Merger, dated September 10, 2026, between Volato Group, Inc., Volato Alignment Merger Sub, LLC, and Alignment Engine Inc.

3.1

Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock of Volato Group, Inc.

3.2

Certificate of Designations, Preferences and Rights of the Series A-1 Convertible Preferred Stock of Volato Group, Inc.

4.1

Form of Fifth Tranche Senior Unsecured Convertible Promissory Note.

10.1

Form of Lock-Up Agreement between the Company and its officers and directors.

10.2

Form of Voting Agreement between the Company and its officers and directors.

10.3

Waiver Agreement, dated September 11, 2026, between the Company and JAK Opportunities IX, LLC.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish

supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may

request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.

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:

September 11, 2026

Volato

Group, Inc.

By:

/s/

Mark Heinen

Name:

Mark

Heinen

Title:

Chief

Financial Officer

EX-2.2

Filename: ex2-2.htm · Sequence: 2

Exhibit 2.2

AMENDED

AND RESTATED

AMENDMENT

NO. 1 TO

AGREEMENT

AND PLAN OF MERGER

This

Amended and Restated Amendment No. 1 to the Agreement and Plan of Merger (this “Amendment”) dated September 10, 2026,

is entered into by and among Volato Group, Inc., a Delaware corporation (the “Parent”), Volato Alignment Merger Sub

LLC, a Delaware limited liability company (the “Merger Sub”), and Alignment Engine Inc., a Delaware corporation ((“Aligned”),

and together with the Parent and Merger Sub, the “Parties”). All capitalized words and terms which are not descriptive

or defined have the meanings in the Merger Agreement.

WHEREAS,

the Parties entered into the Agreement and Plan of Merger (the “Merger Agreement”) on August 25, 2026, which has not

been approved by the Aligned Securityholders as of the date of this Amendment;

WHEREAS,

the Parties previously entered into an Amendment No. 1 to the Merger Agreement on September 4, 2026 (the “First Amendment”),

and the Parties now desire to amend and restate the First Amendment in its entirety as set forth herein.

NOW,

THEREFORE, the Parties hereby agree to amend the Merger Agreement as follows.

1. (a)

Section 2.02 is amended to read in its entirety as follows:

Section

2.02 Merger Consideration. The aggregate merger consideration (“Merger Consideration”) payable by the Parent and

Merger Sub to Aligned in connection with the Merger shall be 79,078 shares of Series A and 316,312 shares of Series A-1, which together

with the Parent options and warrants to be issued to Aligned Optionholders and Aligned Warrantholders in accordance with Section 2.10,

shall be convertible and exercisable into a total of 95% of the fully diluted Common Stock of the Parent as of immediately prior to the

Closing, giving effect to the Aligned Valuation and the Volato Reserve, plus any extra shares rounded up to avoid any fractional shares

of Common Stock. For purposes of this Agreement and the Merger, “Aligned Valuation” means $500,000,000, and the fully

diluted number of shares of Parent Common Stock underlying the 95% referred to above shall be determined by dividing such Aligned Valuation

divided by $0.1537, as set forth in the Aligned Final Allocation Schedule. “Volato Reserve” means shares of the Parent’s

Common Stock or securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for shares of the Parent’s

Common Stock issued in connection with (i) the resolution and/or settlement of any litigation involving Parent or a Subsidiary, provided

such litigation is threatened or pending as of the Closing Date; (ii) the grant of equity compensation to Parent’s directors or

employees as determined by the Board and the Compensation Committee of the Board in their sole discretion; and (iii) an in-kind dividend

by the Parent, as the Board may reasonably determine in the Board’s sole discretion. For the avoidance of doubt, the Aligned Securityholders

shall not be entitled to participate in or receive securities of Parent qualifying as part of the Volato Reserve. In the event the Parent

declares and issues an in-kind dividend, the Parent covenants and agrees to effect such dividend pursuant to and in a manner which is

consistent with its Certificate of Incorporation, Bylaws, the DGCL and the rules and regulations of the Principal Market, and with this

Agreement and the Aligned Final Allocation Schedule. The Aligned Securityholders agree that the Parent’s Board shall have the exclusive

power to determine when the dividend shall occur, if at all, including the record date for such dividend and by approving the Agreement,

the Aligned Securityholders acknowledge and agree to such power.

(b) Section

2.08 is amended to read in its entirety as follows:

Section

2.08 Issuance of the Merger Consideration. Subject to Section 2.11, at the Closing the Parent will issue the Merger Consideration

to the Aligned Securityholders based on their existing ownership interests of Aligned Securities, as applicable, as of the Closing Date.

The Series A-1 to be issued at the Closing shall not be entitled to vote and convert while the Parent Common Stock is listed on the NYSE

American (i) until the change of control has been approved by the NYSE American and (ii) receipt of the Stockholder Approval. The Certificates

of Designation will govern the rights and preferences the Series A and Series A-1. The number of shares of Parent Common Stock issuable

upon conversion of the Series A and Series A-1 and exercise of Parent options and warrants issuable to Aligned Securityholders at the

Closing, shall collectively equal 95% of the outstanding shares of the Parent Common Stock determined on a fully diluted basis as of

immediately prior to the Closing (excluding shares of the Parent Common Stock issued in lieu of fractional shares). The conversion ratio

for the Series A and Series A-1 shall be set forth in the applicable Certificate of Designation and shall be calculated so as to achieve

the 95% ownership threshold, giving effect to the Aligned Valuation and the Volato Reserve, as set forth in this Section 2.08, Section

2.02 and the Aligned Final Allocation Schedule.

2. Section

8.01(b) is amended to read in its entirety as follows:

(b)

by a Party, upon written notice to the other Party, if the transactions contemplated by this Agreement have not been consummated on or

before the date that is fourteen (14) Business Days following the date of this Agreement (the “Drop Dead Date”); provided,

however, that the right to terminate this Agreement pursuant to this Section 8.01(b) shall not be available to a Party in the event its

material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of,

or primarily resulted in, the failure of the transactions contemplated by this Agreement to be consummated on or before the Drop Dead

Date;

3. Section

9.08 is amended to read in its entirety as follows:

Section

9.08 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and

permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable

right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, any holder of

Series A, Series A-1 or Parent options or warrants issued pursuant to this Agreement shall be entitled to enforce the provisions of this

Agreement in accordance with this Agreement and the terms of such securities.

4. Lock-Up.

A new section 2.15 is added to the Merger Agreement as follows:

Aligned

Lock-Up.

(a)

Each Aligned Securityholder, by virtue of receiving the Merger Consideration, shall not sell, offer to sell or otherwise convey

(any, a “Sale”), or make a public announcement of any intention to effect such Sale, of any Parent Common Stock

issuable upon converson of the Parent Series A or A-1 Convertible Preferred Stock received as part of the Merger Consideration for

180 days after the closing of the Merger (the “Lock-Up Period”); provided, that such prohibition shall not

apply to transfers permitted pursuant to any Lockup Agreement executed by any Aligned Securityholders.

(b)

During the Lock-Up Period, any purported Sale of Lock-Up Shares other than in accordance with this Agreement shall be null and void,

and the Parent shall, and shall be entitled to, refuse to recognize any such Sale for any purpose.

5. In

all other respects, the Merger Agreement is ratified and confirmed.

[Signature

Pages Follow]

WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date written above.

Parent:

VOLATO GROUP, INC.

By:

/s/ Matthew Liotta

Name:

Matthew Liotta

Title:

Chief Executive Officer

Merger Sub:

VOLATO ALIGNMENT MERGER SUB LLC

By:

/s/ Matthew Liotta

Name:

Matthew Liotta

Title:

Manager

Aligned:

ALIGNMENT ENGINE, INC.

By:

/s/ Christopher Ensey

Name:

Christopher Ensey

Title:

Chief Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 3

Exhibit

3.1

Certificate

of Designations, Preferences and Rights of the

Series

A Convertible Preferred Stock of

Volato

Group, Inc.

Volato

Group, Inc. (the “Company”) has entered into that certain Agreement and Plan of Merger dated August 25, 2026, as amended

(the “Merger Agreement”) by and among the Company, Volato Alignment Merger Sub LLC, a Delaware limited liability company

and wholly owned Subsidiary of the Company, and Alignment Engine Inc., a Delaware corporation (“Aligned”) pursuant

to which the security holders of Aligned will be entitled to receive shares of convertible preferred stock of the Company. Capitalized

words and terms not defined herein and that are not descriptive shall have the meaning as set forth in Section 17 below and the Merger

Agreement.

Pursuant

to the authority expressly conferred upon the Board of Directors of the Company (the “Board”) and by the Company’s

Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the Board on September 11, 2026 hereby

designates the Series A Convertible Preferred Stock and the number of shares constituting such series, and fixes the rights, powers,

preferences, privileges, limitations and restrictions relating to such series in addition to any set forth in the Certificate of Incorporation

as follows:

1. Designation

and Number of Shares. There shall hereby be created and established a series of preferred stock of the Company designated as

“Series A Convertible Preferred Stock” (the “Preferred Shares”). The authorized number of Preferred

Shares shall be 79,078 shares. Each Preferred Share shall have a par value of $0.0001. Each Preferred Share shall have a stated

value equal to $641.5267 (the “Stated Value”).

2. Ranking.

All shares of capital stock of the Company, both common stock and any other series of preferred stock shall be junior in rank to all

Preferred Shares with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and

winding up of the Company (collectively, the “Junior Stock”). The Preferred Shares shall rank pari passu

with shares of the Company’s Series A-1 Convertible Preferred Stock. The rights of all such shares of Junior Stock of the

Company shall be subject to the rights, powers, preferences and privileges of the Preferred Shares. In the event of the merger or

consolidation of the Company with or into another corporation, the Preferred Shares shall maintain their relative rights, powers,

designations, privileges and preferences provided for herein and no such merger or consolidation shall result in terms inconsistent

therewith. For the avoidance of doubt, in no circumstance will a Preferred Share have any rights subordinate or otherwise inferior

to the rights of shares of any Junior Stock (as defined above). Notwithstanding the foregoing, the Preferred Shares shall not be

entitled to participate in any in-kind dividend from the Volato Reserve as such term is defined in the Merger Agreement.

3. Conversion.

(a) Holder’s

Conversion Right. Subject to the provisions of Section 3(e), at any time or times on or after the later of (i) the Stockholder

Approval Date (as defined below) and (ii) the Charter Amendment Effectiveness Date (as defined below) (such date, the

“Initial Conversion Date”), each holder of a Preferred Share (each, a “Holder” and

collectively, the “Holders”) shall be entitled to convert any whole number of Preferred Shares into validly

issued, fully paid and non-assessable shares of Common Stock in accordance with Section 3(c) determined based on the Conversion Rate

(as defined below).

(b) Conversion

Rate. Each Preferred Share shall be convertible without the payment of additional consideration by the Holder thereof, into such

number of fully paid and non-assessable shares of Common Stock equal to the ratio determined by dividing (A) the Stated Value of

such Preferred Share by (B) the Conversion Price (as defined below) in effect at the time of conversion (the “Conversion

Rate”). The “Conversion Price” shall initially be $0.1537. The Conversion Price shall be subject to

adjustment as provided below, and for the avoidance of doubt, any adjustment to the Conversion Price as provided below shall result

in a concordant adjustment to the number of shares of Common Stock into which each Preferred Share may be converted pursuant to the

Conversion Rate.

fractional shares of Common Stock are to be issued upon the conversion of any Preferred Shares. If the issuance would result in the issuance

of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share.

of Conversion. The conversion of each Preferred Share shall be conducted in the following manner:

(i) Holder’s

Conversion. To convert a Preferred Share into a validly issued, fully paid and non-assessable share of Common Stock, on any date

(a “Conversion Date”), a Holder shall deliver (whether via email or otherwise), for receipt on or prior to 11:59

p.m., New York, N.Y. time, on such date, a copy of an executed notice of conversion of the share(s) of Preferred Shares subject to

such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company.

No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)

of any Conversion Notice form be required. The calculations and entries set forth in the Conversion Notice shall control in the

absence of manifest or mathematical error. To effect conversions of Preferred Shares, a Holder shall not be required to surrender

the certificate(s) representing the Preferred Shares to the Company unless all of the Preferred Shares represented thereby are so

converted, in which case, such Holder shall surrender to a nationally recognized overnight delivery service for delivery to the

Company the original certificates representing the share(s) of Preferred Shares (the “Preferred Share

Certificates”) so converted as aforesaid.

(ii) Company’s

Response. On or before the first Trading Day following the date of receipt by the Company of such Conversion Notice, the Company

shall (1) provided that (x) the Transfer Agent is participating in the Depository Trust Company (“DTC”) Fast

Automated Securities Transfer Program and (y) shares of Common Stock to be so issued are otherwise eligible for resale pursuant to

Rule 144 promulgated under the Securities Act, credit such aggregate number of shares of Common Stock to which such Holder shall be

entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system,

or (2) if either of the immediately preceding clauses (x) or (y) are not satisfied, issue and deliver (via reputable overnight

courier) to the address as specified in such Conversion Notice, a certificate, registered in the name of such Holder or its

designee, for the number of shares of Common Stock to which such Holder shall be entitled. If the number of Preferred Shares

represented by the Preferred Share Certificate(s) submitted for conversion pursuant to Section 3(c)(i) is greater than the number of

Preferred Shares being converted, then the Company shall if requested by such Holder, as soon as practicable and in no event later

than three Trading Days after receipt of the Preferred Share Certificate(s) and at its own expense, issue and deliver to such Holder

(or its designee) a new Preferred Share Certificate representing the number of Preferred Shares not converted.

(iii) Record

Holder. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares

shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

(iv) Delivery

of Conversion Shares.

(1)

As soon as practicable after any conversion or payment of any amount due hereunder in the form of shares of Common Stock in

accordance with this Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the

“Certificate of Designations”), and in any event within the Standard Settlement Period thereafter (such date, the

“Share Delivery Date”), the Company shall, at its expense, cause to be issued in the name of and delivered to the

Holder, or as the Holder may direct, a certificate or certificates evidencing the number of shares of fully paid and non-assessable

Common Stock to which the Holder shall be entitled on such conversion or payment (the “Conversion Shares”), in

the applicable denominations based on the applicable conversion or payment, which certificate or certificates shall be free of

restrictive and trading legends (except for any such legends as may be required under the Securities Act). In lieu of delivering

physical certificates for the Common Stock issuable upon any conversion of this Certificate of Designations, provided the

Company’s transfer agent (the “Transfer Agent”) is participating in the DTC Fast Automated Securities

Transfer Program (“FAST”) or a similar program, upon request of the Holder, the Company shall cause the Transfer

Agent to electronically transmit such Conversion Shares issuable upon conversion of this Certificate of Designations to the Holder

(or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit

Withdrawal At Custodian system (provided that the same time periods herein as for stock certificates shall apply) as instructed by

the Holder (or its designee). If the Transfer Agent is not participating in FAST or if the Conversion Shares are subject to

restrictions under the Securities Act or due to the Rules of the NYSE American, Section 3(c)(v) shall apply.

(2) Obligation

Absolute. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Certificate of

Designations in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the

Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any

Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or

alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by

the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the

Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery

shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of

this Certificate of Designations shall elect to convert any or all of the Preferred Shares , the Company may not refuse conversion

based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law,

agreement or for any other reason, unless an injunction from a court, issued with prior notice to Holder, restraining and or

enjoining conversion of all or part of this Certificate of Designations shall have been sought and obtained, and the Company posts a

surety bond for the benefit of the Holder in the amount of 150% of the Stated Value for such Preferred Shares , which is subject to

the injunction, which bond shall remain in effect until the completion of litigation of the underlying dispute and the proceeds of

which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, the Company shall issue

the Conversion Shares upon delivery of a Conversion Notice.

(3) The

Company’s Failure to Timely Convert. If the Company shall fail for any reason or for no reason, on or prior to the

applicable Share Delivery Date, if the Transfer Agent is not participating in FAST or the Conversion Shares are restricted, to issue

and deliver to the Holder (or its designee) a certificate for the number of Conversion Shares to which the Holder is entitled and

register such Conversion Shares on the Company’s share register or, if the Transfer Agent is participating in FAST, to credit

the balance account of the Holder or the Holder’s designee with DTC for such number of Conversion Shares to which the Holder

is entitled upon the Holder’s conversion of this Certificate of Designations (as the case may be) (a “Conversion

Failure”), then, in addition to all other remedies available to the Holder, if the Holder acquires (in an open market

transaction, stock loan or otherwise) shares of Common Stock corresponding to all or any portion of the number of shares of Common

Stock issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in

connection with such Conversion Failure (a “Buy-In”), then, in addition to all other remedies available to the

Holder, the Company shall, within two Trading Days after receipt of the Holder’s request and in the Holder’s discretion,

either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions,

mark-ups, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without

limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the

Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance

account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which

the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock)

shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates

representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as

applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion

hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the

product of (x) such number of shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on any

Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and

payment under this clause (II) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to

pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific

performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares

of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of this Certificate of Designations

as required pursuant to the terms hereof.

(4) Conversion

Priority. In the event that the Company receives a Conversion Notice from the Holder and any holders of convertible securities

for the same Conversion Date and the Company can effect the conversion and exercise of some, but not all, of such portions of the

Certificate of Designations, convertible securities submitted for conversion, exercise, or exchange, the Company, subject to this

Section 3(c)(iv), shall (i) first effect the conversion of the entire Conversion Amount submitted for conversion on such date by the

Holder, and (ii) shall thereafter effect the exercise and conversion from each holder of convertible securities electing to have

convertible securities exercised, converted or exchanged on such date (other than the Conversion Shares).

(v) Book-Entry.

If the Transfer Agent is not participating in FAST or if the Conversion Shares are restricted under the Securities Act, the Company

shall issue the Conversion Shares in book entry within the time provided in this Certificate of Designations. Notwithstanding

anything to the contrary set forth in this Section 3, upon conversion of any Preferred Shares in accordance with the terms hereof,

no Holder thereof shall be required to physically surrender the certificate representing the Preferred Shares to the Company

following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being

converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 3(c)(v) or (B) such

Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting

reissuance of Preferred Shares upon physical surrender of any Preferred Shares. Each Holder and the Company shall maintain records

showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method,

reasonably satisfactory to such Holder and the Company, so as not to require physical surrender of the certificate representing the

Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of such Holder establishing the

number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest

error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the

provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such

certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall

bear the following legend:

ANY

TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY’S CERTIFICATE OF DESIGNATIONS RELATING

TO THE SHARES OF SERIES A PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 3(c) THEREOF. THE NUMBER OF SHARES OF SERIES

A PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A PREFERRED STOCK STATED ON THE FACE

HEREOF PURSUANT TO SECTION 3(c) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A PREFERRED STOCK REPRESENTED BY

THIS CERTIFICATE.

(d) Taxes.

The Company shall pay any and all documentary, stamp, transfer (but only in respect of the registered holder thereof), transfer

agent fees, issuance and other similar taxes that may be payable with respect to the issuance and delivery of shares of Common Stock

upon the conversion of Preferred Shares.

(e) Beneficial

Ownership Limitation. The Company shall not effect any conversion of the Preferred Shares, and a Holder shall not have the right

to convert any portion of the Preferred Shares, to the extent that, after giving effect to the conversion set forth on the

applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group

together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would

beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the

number of shares of Common Stock issuable upon conversion of the Preferred Shares with respect to which such determination is being

made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted

Stated Value of Preferred Shares beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise

or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion

or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Shares and warrants, if any)

beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence,

for purposes of this Section 3(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and

the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 3(e) applies, the

determination of whether the Preferred Shares is convertible (in relation to other securities owned by such Holder together with any

Affiliates and Attribution Parties) and of how many shares of Preferred Shares are convertible shall be in the sole discretion of

such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the

shares of Preferred Shares may be converted (in relation to other securities owned by such Holder together with any Affiliates and

Attribution Parties) and how many Preferred Shares are convertible, in each case subject to the Beneficial Ownership Limitation. To

ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of

Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have

no obligation to verify or confirm the accuracy of such determination provided that for purposes of this Section 3(e), the Holder

shall be entitled to rely on: (i) the Company’s most recent periodic or annual report filed with the Commission, (ii) a more

recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Transfer Agent setting forth

the number of shares of Common Stock outstanding and the Company shall indemnify the Holder in accordance with the Merger Agreement,

if the Holder suffers any damages including attorneys’ fees, claims or losses as a result of Excess Shares (as defined below)

being issued as which arises from the inaccuracy of any of the foregoing or any action or failure to act by the Company in

accordance with this Certificate of Designations. In addition, a determination as to any group status as contemplated above shall be

determined in accordance with Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder. Upon the

request of a Holder, the Company shall within one Trading Day confirm orally and in writing to such Holder the number of shares of

Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect

to the conversion or exercise of securities of the Company, including the Preferred Shares and warrants, if any, by such Holder or

its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The

“Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding

immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Shares held by the

applicable Holder. In the event that the issuance of shares of Common Stock to the Holder upon conversion of the Preferred Shares

results in the Holder together with any Affiliates and Attribution Parties being deemed to beneficially own, in the aggregate, a

number of outstanding shares of Common Stock in excess of the Beneficial Ownership Limitation, the number of shares so issued by

which the Holder’s together with any of its Affiliates’ and Attribution Parties’ aggregate beneficial ownership of

shares of Common Stock exceeds the Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and

void and shall be cancelled ab initio, and the Holder shall not have the power to vote or transfer the Excess Shares. A Holder, upon

notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3(e) applicable to

its Preferred Shares provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the

Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of Preferred

Shares held by the Holder and the provisions of this Section 3(e) shall continue to apply. Any such increase in the Beneficial

Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company and shall

only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner

otherwise than in strict conformity with the terms of this Section 3(e) to correct this paragraph (or any portion hereof) which may

be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements

necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a

successor holder of Preferred Shares. Notwithstanding the foregoing and for avoidance of doubt, to comply with the rules and

regulations of the Principal Market, the Company shall not affect any conversion of any Preferred Shares prior to the Stockholder

Approval Date.

4. Adjustments.

(a) Adjustment

of Conversion Rate upon Subdivision or Combination of Common Stock. With respect to any unconverted Preferred Shares, if the

Company at any time on or after the Initial Issuance Date subdivides (by any stock split, stock dividend, recapitalization or

otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price for

any unconverted shares in effect immediately prior to such subdivision will be proportionately decreased so that the number of

shares of Common Stock issuable on conversion of each Preferred Share shall be increased in proportion to such increase in the

aggregate number of shares of Common Stock outstanding. With respect to any unconverted Preferred Shares, if the Company at any time

on or after the Initial Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its

outstanding shares of Common Stock into a smaller number of shares, the Conversion Price for any unconverted shares in effect

immediately prior to such combination will be proportionately increased so that the number of shares of Common Stock issuable on

conversion of each Preferred Share shall be decreased in proportion to such decrease in the aggregate number of shares of Common

Stock outstanding. Any adjustment pursuant to this Section 4(a) shall become effective immediately after the effective date of such

subdivision or combination.

(b) Rights

Upon Fundamental Transactions. At any time while any Preferred Shares remain outstanding, upon any subsequent conversion of any

Preferred Shares, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such

conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 3(e) on

the conversion of any Preferred Shares), the number of shares of Common Stock of the successor or acquiring corporation or of the

Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)

receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which any Preferred

Shares is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3(e) on the

conversion of any Preferred Shares). For purposes of any such conversion, the determination of the Conversion Price shall be

appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect

of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the

Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate

Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a

Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any

conversion of any Preferred Shares following such Fundamental Transaction. To the extent necessary to effectuate the foregoing

provisions, any successor to the Company or Surviving Entity in such Fundamental Transaction shall file a new Certificate of

Designations with the same terms and conditions and issue to the Holders new preferred stock consistent with the foregoing

provisions and evidencing the Holders’ right to convert such preferred stock into Alternate Consideration. The Company shall

cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor

Entity”) to assume in writing all of the obligations of the Company under this Certificate of Designations and the other

Ancillary Documents (as defined in the Merger Agreement) in accordance with the provisions of this Section 4(b) pursuant to written

agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior

to such Fundamental Transaction and shall, at the option of the holder of any Preferred Shares, deliver to the Holder in exchange

for such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and

substance to the Preferred Shares which is convertible for a corresponding number of shares of capital stock of such Successor

Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of the Preferred

Shares (without regard to any limitations on the conversion of the Preferred Shares) prior to such Fundamental Transaction, and with

a conversion price which applies the Conversion Price hereunder to such shares of capital stock (but taking into account the

relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,

such number of shares of capital stock and such Conversion Price being for the purpose of protecting the economic value of the

Preferred Shares immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in

form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to,

and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of

Designations and the other Ancillary Documents referring to the “Company” shall refer instead to the Successor Entity),

and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Certificate

of Designations and the other Ancillary Documents with the same effect as if such Successor Entity had been named as the Company

herein.

Equity Sales. If, at any time and while any shares of Preferred Shares remain outstanding, the Company sells or grants any

option to purchase, or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any

option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of

Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base

Conversion Price” and any such issuance, a “Dilutive Issuance”) (if the holder of the Common Stock or

Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating

conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection

with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion

Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance),

then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Price shall be

reduced to equal the Base Conversion Price, provided that the Base Conversion Price shall not be less than the Floor Price.

Notwithstanding the foregoing, no adjustment will be made under this Section 4(c) in respect of an Exempt Issuance. The Company

shall notify the Holders in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock

Equivalents subject to this Section 4(c), indicating therein the applicable issuance price, or applicable reset price, exchange

price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of

clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 4(c), upon the occurrence of

any Dilutive Issuance, the Holders are entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or

after the date of such Dilutive Issuance within three Business Days, regardless of whether a Holder accurately refers to the Base

Conversion Price in the Notice of Conversion. This Section 4(c) shall expire 15 months from the closing of the Merger

Agreement.

(d) Calculations.

All calculations under this Section shall be made to the nearest cent or nearest 1/100th of a share, as the case may be. For

purposes of this Section 4, the nearest number of shares of Common Stock deemed to be issued and outstanding as of a given date

shall be the sum of the number of shares of Common Stock (excluding any treasury shares, if any) issued and outstanding.

(e) Notice

to Holder.

(i) Adjustment

to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 4, the Company shall

promptly give notice to the Holder setting forth the Conversion Price after such adjustment and any resulting adjustment to the

number of Conversion Shares and setting forth a statement of the facts requiring such adjustment (“Adjustment

Notice”). For purposes of clarification, whether or not the Company provides an Adjustment Notice pursuant to this

Section, upon the occurrence of any event resulting in an adjustment hereunder, the Holder is entitled to receive a number of

Conversion Shares based upon the adjusted Conversion Rate regardless of whether the Holder accurately refers to the Conversion Price

in the Conversion Notice.

(ii) Notice

to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the

Common Stock (other than an in-kind dividend from the Volato Reserve), (B) the Company shall declare a special nonrecurring cash

dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock

rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any

stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or

merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any

compulsory share exchange whereby the Common Stock are converted into other securities, or (E) the Company shall authorize the

voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, the Company shall deliver to

the Holder at its last address as it shall appear upon the books of the Company, at least 20 calendar days prior to the applicable

record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of

such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of

the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or

(y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective

or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their

shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger,

sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof

shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall remain entitled to

convert these Preferred Shares during the period commencing on the date of such notice to the effective date of the event triggering

such notice except as may otherwise be expressly set forth herein.

5. Authorized

Shares; Other Matters.

(a) Reservation.

Beginning on the Charter Amendment Effectiveness Date, the Company shall reserve out of its authorized and unissued Common Stock a

number of shares of Common Stock equal to 200% of the total number of Conversion Shares issuable upon full conversion of all

outstanding Preferred Shares pursuant to this Certificate of Designations, without giving effect to the Beneficial Ownership

Limitation, as such amount may be reduced following conversions or otherwise changed pursuant to this Certificate of Designations.

Following the Initial Conversion Date, so long as any of the Preferred Shares are outstanding, the Company shall take all action

necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of

effecting the conversion of the Preferred Shares, as of any given date, 100% of the number of shares of Common Stock as shall from

time-to-time be necessary to effect the full conversion of all of the Preferred Shares then outstanding, without giving effect to

the Beneficial Ownership Limitation, provided that at no time shall the number of shares of Common Stock so available be less than

the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions contained in

this Certificate of Designations) (the “Required Amount”). The initial number of shares of Common Stock reserved

for conversions of the Preferred Shares and each adjustment in the number of shares so reserved shall be allocated pro rata among

the Holders based on the number of Preferred Shares held by each Holder on the Initial Issuance Date or adjustment in the number of

reserved shares (as the case may be) (the “Authorized Share Allocation”). In the event a Holder shall sell or

otherwise transfer any of such Holder’s Preferred Shares, each transferee shall be allocated a pro rata portion of such

Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any

Preferred Shares shall be allocated to the remaining Holders of Preferred Shares, pro rata based on the number of Preferred Shares

then held by such Holders.

(b) Insufficient

Authorized Shares.

(i)

The Company shall use commercially reasonable efforts to obtain the Stockholder Approval and to cause the Initial Conversion Date to

occur within the minimum period of time practicable in accordance with applicable laws, rules and regulations, including those

enforced or promulgated by the SEC, the Principal Market and the State of Delaware. Without limiting the generality of the

foregoing, the Company shall comply with the provisions of the Merger Agreement relating to the Stockholder Approval and holding a

meeting of its stockholders with respect thereto.

(ii)

If, notwithstanding Sections 5(a) and 5(b)(i) and not in limitation thereof, at any time following the Initial Conversion Date and

while any of the Preferred Shares remain outstanding the Company does not have a sufficient number of authorized and unissued shares

of Common Stock to satisfy its obligation to have available for issuance upon conversion of the Preferred Shares at least a number

of shares of Common Stock equal to the Required Amount (an “Authorized Share Failure”), then the Company shall

take all reasonable action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to

allow the Company to reserve and have available the Required Amount for all of the Preferred Shares then outstanding, and shall use

commercially reasonable efforts to cause such increase to take effect within the minimum period of time practicable in accordance

with applicable laws, rules and regulations, including those enforced or promulgated by the SEC, the Principal Market and the State

of Delaware. In the event of any Authorized Share Failure, the Company shall comply with and follow the terms and procedures set

forth in Section 5(b)(i) to obtain the requisite stockholder approval and amendment to its Certificate of Incorporation.

(iii)

In the event the Company can comply with this Section 5(b) using the written consent of its stockholders in lieu of a meeting in

accordance with applicable laws, rules and regulations, the Company shall pursue such consent, adhering to the requirements of the

SEC and the Principal Market, to cause the Stockholder Approval or remediation of any subsequent Authorized Share Failure within the

minimum amount of time practicable in compliance with applicable laws, rules and regulations, and in any event within a shorter time

period than those contemplated in Sections 5(b)(i) or (ii) with respect to a meeting of its stockholders.

Rights Offerings. In addition to any adjustments pursuant to Section 4(a) above, if at any time the Company grants, issues or

sells any Common Stock Equivalents (as defined below) or rights to purchase stock, warrants, securities or other property pro rata

to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then each Holder will be

entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have

acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of such Holder’s

Preferred Shares (without regard to any limitations on conversion hereof, including without limitation, the Beneficial Ownership

Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if

no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue

or sale of such Purchase Rights; provided, however, that, to the extent that such Holder’s right to participate in any such

Purchase Right would result in such Holder exceeding the Beneficial Ownership Limitation, then such Holder shall not be entitled to

participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such

Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for such Holder until such time not

to exceed 12 months as its right thereto would not result in such Holder exceeding the Beneficial Ownership Limitation provided

Holder complies with all of the other obligations of a beneficiary of the Purchase Rights that would not result in Holder exceeding

the Beneficial Ownership Limitation.

(d) Pro

Rata Distributions. During such time as the Preferred Shares are outstanding, if the Company declares or makes any dividend or

other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital

or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a

dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction, but excluding any

in-kind dividend from the Volato Reserve) (a “Distribution”), then, in each such case, each Holder shall be

entitled to participate in such Distribution to the same extent that such Holder would have participated therein if such Holder had

held the number of shares of Common Stock acquirable upon complete conversion of the Holder’s Preferred Shares (without regard

to any limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the

date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of

shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the

extent that any Holder’s right to participate in any such Distribution would result in such Holder exceeding the Beneficial

Ownership Limitation, then such Holder shall not be entitled to participate in such Distribution to such extent (or in the

beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such

Distribution shall be held in abeyance for the benefit of such Holder until such times, not in excess of 12 months, as its right

thereto would not result in such Holder exceeding the Beneficial Ownership Limitation).

(e)

Notwithstanding anything in this Certificate of Designations to the contrary, in the event that the Company’s Common Stock is

no longer listed on the NYSE American or another Eligible Market, (A) the Preferred Shares may be converted subject only to the

occurrence of the Charter Amendment Effectiveness Date, and (B) in such event, Holders of the Preferred Shares shall be entitled to

vote on an as-converted basis with the holders of shares of Common Stock (except as otherwise required by applicable law, including

the DGCL) on all matters brought before the stockholders of the Company; provided, however, that Holders of Preferred

Shares will not be entitled to vote on any matters for which stockholder approval is sought in order to comply with the rules and

regulations of the Principal Market and on which the Holders are not entitled or are precluded from voting pursuant to the rules and

regulations of the Principal Market. In the event of any conflict or inconsistency between this Section 5(e) and any other provision

of this Certificate of Designations, the provisions of this Section 5(e) shall prevail, and such other provisions shall be construed

in a manner which most closely reflects the intent of the parties as set forth in this Section 5(e).

6. Voting

Rights. Prior to the Stockholder Approval Date, Holders of the Preferred Shares shall have no voting rights, except as required

by law (including, without limitation, the DGCL), provided, however, as long as any Preferred Shares are outstanding, the Company

shall not, without the affirmative vote of the Holders of a majority of the then-outstanding Preferred Shares:

(a)

alter or change adversely the powers, preferences or rights given to the Preferred Shares or alter or amend this Certificate of

Designations;

(b)

amend its Certificate of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders; provided,

however, any increase in authorized capital or adjustments under Section 4 shall not be deemed to be adverse;

(c)

increase the number of authorized shares of Preferred Shares;

(d)

pay cash dividends or distributions on junior securities of the Company (including but not limited to Junior Stock); or

(e)

enter into any agreement with respect to any of the foregoing.

Beginning

on the Stockholder Approval Date, Holders of the Preferred Shares shall be entitled to vote on an as-converted basis with the holders

of shares of Common Stock (except as otherwise required by applicable law, including the DGCL) on all matters brought before the stockholders

of the Company; provided, however, that Holders of Preferred Shares will not be entitled to vote on any matters for which

stockholder approval is sought in order to comply with the rules and regulations of the Principal Market and on which the Holders are

not entitled or are precluded from voting pursuant to the rules and regulations of the Principal Market.

Holders

of the Preferred Shares shall be entitled to written notice of all stockholder meetings or written consents (and copies of proxy materials

and other information sent to stockholders), which notice shall be provided pursuant to and in accordance with the Company’s Bylaws

and the DGCL.

7. Liquidation

Preference, Dissolution, Winding-Up. Upon any Liquidation Event, each holder of Preferred Shares shall be entitled to receive,

in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders (the

“Liquidation Funds”), prior and in preference to any distribution to the holders of Junior Stock, an amount equal

to such holder’s Stated Value per share for each Preferred Share (the “Liquidation Preference”). Following

payment in full of the Liquidation Preference, the remaining assets and proceeds available for distribution shall be distributed

among the holders of Common Stock and the Holders of Preferred Shares (on an as converted basis) pro rata in accordance with their

respective ownership percentages. To the extent necessary, the Company shall cause such actions to be taken by each of its

Subsidiaries so as to enable, to the maximum extent permitted by law, the proceeds of a Liquidation Event to be distributed to the

Holders in accordance with this Section 7. All the preferential amounts to be paid to the Holders under this Section 7 shall be paid

or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any Liquidation

Funds of the Company to the holders of shares of Junior Stock in connection with a Liquidation Event as to which this Section 7

applies. The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated

therein, to each Holder. If the Liquidation Funds are insufficient to pay the full amount due to the Holders and holders of shares

of parity stock, then each Holder and each holder of parity stock shall receive a percentage of the Liquidation Funds equal to the

full amount of Liquidation Funds payable to such Holder and such holder of parity stock, in accordance with their respective

certificate of designations (or equivalent), as a percentage of the full amount of Liquidation Funds payable to all holders of

Preferred Shares and all holders of shares of parity stock.

8. Participation.

In addition to any adjustments pursuant to Section 4, the Holders shall, as holders of Preferred Shares, be entitled to receive such

dividends paid and distributions made to the holders of shares of Common Stock to the same extent as if such Holders had converted

each Preferred Share held by each of them into shares of Common Stock (without regard to any limitations on conversion herein or

elsewhere) and had held such shares of Common Stock on the record date for such dividends and distributions. Payments under the

preceding sentence shall be made concurrently with the dividend or distribution to the holders of shares of Common Stock (provided,

however, to the extent that a Holder’s right to participate in any such dividend or distribution would result in such Holder

exceeding the Beneficial Ownership Limitation, then such Holder shall not be entitled to participate in such dividend or

distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of such dividend or

distribution to such extent) and such dividend or distribution to such extent shall be held in abeyance for the benefit of such

Holder until such time, if ever, as its right thereto would not result in such Holder exceeding the Beneficial Ownership

Limitation). Notwithstanding the foregoing, the participation rights in this Section 8 shall not apply to any in-kind dividend from

the Volato Reserve. Except as provided in this Section 8, no dividends shall accrue or be payable with respect to the Preferred

Shares.

9. Transfer

Taxes and Expenses. The issuance of Conversion Shares on conversion of the Preferred Shares shall be made without charge to any

Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares,

provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the

issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such shares of

Preferred Shares and the Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or

Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the

satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day

processing of any Conversion Notice and all fees to the Depository Trust Company (or another established clearing corporation

performing similar functions) required for same-day electronic delivery of the Conversion Shares.

10. Lost

or Stolen Certificates. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,

destruction or mutilation of any certificates representing Preferred Shares (as to which a written certification and the

indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of an

indemnification undertaking by the applicable Holder to the Company in customary and reasonable form and, in the case of mutilation,

upon surrender and cancellation of the certificate(s), the Company shall execute and deliver new certificate(s) of like tenor and

date.

11. Remedies,

Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designations

shall be cumulative and in addition to all other remedies available under this Certificate of Designations, at law or in equity

(including a decree of specific performance and/or other injunctive relief), and no remedy contained herein shall be deemed a waiver

of compliance with the provisions giving rise to such remedy. Nothing herein shall limit any Holder’s right to pursue actual

and consequential damages for any failure by the Company to comply with the terms of this Certificate of Designations. The Company

covenants to each Holder that there shall be no characterization concerning this instrument other than as expressly provided herein.

Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be

the amounts to be received by a Holder and shall not, except as expressly provided herein, be subject to any other obligation of the

Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause

irreparable harm to the Holders and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that,

in the event of any such breach or threatened breach, each Holder shall be entitled, in addition to all other available remedies, to

an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without

any bond or other security being required, to the extent permitted by applicable law. The Company shall provide all information and

documentation to a Holder that is requested by such Holder to enable such Holder to confirm the Company’s compliance with the

terms and conditions of this Certificate of Designations.

12. Non-circumvention.

The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or

through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of

securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this

Certificate of Designations, and will at all times in good faith carry out all the provisions of this Certificate of Designations

and take all action as may be required to protect the rights of the Holders. Without limiting the generality of the foregoing or any

other provision of this Certificate of Designations, the Company (i) shall take all such actions as may be necessary or appropriate

in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion of

Preferred Shares and (ii) shall, so long as any Preferred Shares are outstanding, take all action necessary to reserve and keep

available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the

Preferred Shares, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of

the Preferred Shares then outstanding (without regard to any limitations on conversion contained herein).

13. Failure

or Indulgence Not Waiver. No failure or delay on the part of a Holder in the exercise of any power, right or privilege hereunder

shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or

further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed

by an authorized representative of the waiving party. This Certificate of Designations shall be deemed to be jointly drafted by the

Company and all Holders and shall not be construed against any Person as the drafter hereof.

14. Notices.

All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing

and, unless otherwise specified herein, shall be (i) personally served, (ii) delivered by reputable air courier service with charges

prepaid, next Trading Day delivery, or (iii) transmitted by email, addressed as set forth below or to such other address as such

party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given

hereunder shall be deemed effective (a) upon hand delivery or delivery by email, with evidence of confirmation, at the address

designated below (if delivered on a Trading Day during normal business hours where such notice is to be received), or the first

Trading Day following such delivery (if delivered other than on a Trading Day during normal business hours where such notice is to

be received) or (b) on the second Trading Day following the date of transmittal by express courier service, fully prepaid, addressed

to such address. The addresses for such communications shall be: (i) if to the Company, to: 1954 Airport Road, Suite 124, Chamblee,

GA 30341, Attention: Mark Heinen, Chief Financial Officer, mark.heinen@flyvolato.com; and (ii) if to the Holders, to: the addresses

and email address on record with the Company.

15. Preferred

Shares Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company as

it may designate by notice to the Holders), or shall engage the transfer agent for its common stock to maintain, a register for the

Preferred Shares, in which the Company shall record the name, address and email address of the Persons in whose name the Preferred

Shares have been issued, as well as the name and address of each transferee. The Company may treat the Person in whose name any

Preferred Shares are registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the

contrary, but in all events recognizing any properly made transfers.

16. Stockholder

Matters; Amendment.

(a) Stockholder

Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the DGCL,

the Certificate of Incorporation, this Certificate of Designations or otherwise with respect to the issuance of Preferred Shares may

be effected by written consent of the Company’s stockholders or at a duly called meeting of the Company’s stockholders,

all in accordance with the DGCL. This provision is intended to comply with the applicable DGCL sections permitting stockholder

action, approval and consent effected by written consent in lieu of a meeting.

(b) Amendment.

This Certificate of Designations or any provision hereof may be amended by obtaining the affirmative vote at a meeting duly called

for such purpose, or written consent without a meeting in accordance with the DGCL, of the Required Holders, voting separately as a

single class, and with such other stockholder approval, if any, as may then be required pursuant to the DGCL and the Certificate of

Incorporation. Notwithstanding the foregoing, in connection with any future financing of the Company, the Board may, without any

further approval of the Required Holders, amend this Certificate of Designations to provide the Series A holders with additional

voting and conversion rights hereunder so long as such amendment does not violate the rules and regulations of the Principal Market.

For the avoidance of doubt, any additional conversion rights granted by the Board hereunder shall be limited to the extent such

conversion would result in the issuance of shares of Common Stock, in the aggregate and taking into account prior conversions of

Preferred Shares and other issuances of Common Stock pursuant to or in connection with the Merger Agreement and the transactions

contemplated thereby, in excess of 19.99% of the Company’s outstanding Common Stock as of the Initial Issuance Date, or such

other lesser percentage, if required by the Principal Market, such that the conversion does not violate the rules and regulations of

the Principal Market without first obtaining Stockholder Approval in accordance with the Principal Market rules and

regulations.

17. Certain

Defined Terms. For purposes of this Certificate of Designations, the following terms shall have the following

meanings:

(a)

“Business Day” means any day on which banks located in New York, NY are open except Saturday or

Sunday.

(b)

“Certificate of Designations” means Certificate of Designations, Preferences and Rights of the Series A

Convertible Preferred Stock of Volato Group, Inc.

(c)

“Charter Amendment” means a Certificate of Amendment to the Company’s Certificate of Incorporation to

increase the number of authorized shares of Common Stock in an amount sufficient to provide for issuance of all Conversion Shares

and for the Company to reserve a number of authorized and unissued shares of Common Stock equal to the Required Amount.

(d)

“Charter Amendment Effectiveness Date” means the first Trading Day following effectiveness of the Charter

Amendment filed with the Secretary of State of the State of Delaware.

(e)

“Closing Sale Price” means, for any security as of any date, the last closing trade price, respectively, for such

security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis

and does not designate the closing trade price (as the case may be) then the last trade price of such security prior to 4:00 p.m.,

New York, New York time, as reported by Bloomberg, or, if the NYSE American or another Eligible Market is not the Principal Market,

the last trade price of such security on the principal securities exchange or Trading Market where such security is listed or traded

as reported by Bloomberg, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on

the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security

by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in

the OTCID Basic Market operated by OTC Markets Group Inc. If the Closing Sale Price cannot be calculated for a security on a

particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value

as mutually determined in good faith by the Company and the applicable Holder. All such determinations shall be appropriately

adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

(f)

“Common Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any

capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such

common stock.

(g)

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder

thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant, units

or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder

thereof to receive, Common Stock.

(h)

“DGCL” means the Delaware General Corporation Law.

(i)

“Eligible Market” means The New York Stock Exchange, the NYSE American, The Nasdaq Global Select Market, The

Nasdaq Global Market or The Nasdaq Capital Market.

(j)

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(k)

“Exempt Issuance” means the issuance of (a) shares of Common Stock or options, restricted stock units, restricted

stock, stock appreciation rights or other equity or equity-based awards to employees, officers, consultants, advisors, or directors

of the Company pursuant to any stock, stock option, equity incentive, employee stock purchase, inducement, employment, consulting,

director compensation or other similar plan, agreement or arrangement duly adopted for such purpose, by a majority of the

non-employee members of the Board or a majority of the members of a committee of non-employee directors established for such purpose

or otherwise approved in accordance with applicable Principal Market rules, (b) securities exercisable or exchangeable for, or

convertible into, shares of Common Stock issued and outstanding on the date hereof, provided that such securities have not been

amended since the date hereof to increase the number of such securities or to decrease the exercise price, exchange price or

conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such

securities, (c) securities issued pursuant to mergers, acquisitions, business combinations, joint ventures, license arrangements,

strategic alliances, or other strategic transactions approved by a majority of the disinterested directors of the Company, provided

that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights

that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall

only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an

owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in

addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for

the purpose of raising capital or to an entity whose primary business is investing in securities, and (d) warrants issued to

placement agents or underwriters in connection with financing approved by the Board .

(l)

“Floor Price” means $0.101, subject to adjustment for reverse and forward stock splits, recapitalizations, and

similar transactions following the date hereof, provided that for purposes hereof, the Floor Price shall be reduced, but never

increased, every six months following the Original Issue Date to equal 20% of the most recent closing price of the Common Stock as

of any such date.

(m)

“Fundamental Transaction” shall mean that (i) the Company or any of its Subsidiaries shall, directly or

indirectly, in one or more related transactions, (A) consolidate or merge with or into (whether or not the Company or any of its

Subsidiaries is the surviving corporation) any other Person, or (B) the Company, directly or indirectly, effects any sale, lease,

license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of

related transactions to any other Person, or (C) directly or indirectly make, or allow any other Person to make, a purchase, tender

or exchange offer (whether by the Company or another Person) that is accepted by the holders of more than 50% of the outstanding

shares of voting stock of the Company (not including any shares of voting stock of the Company held by the Person or Persons making

or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (D) the

Company, directly or indirectly, in one or more related transactions, consummate a stock or share exchange agreement or other

business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any

other Person whereby such other Person acquires more than 50% of the outstanding shares of voting stock of the Company (not

including any shares of voting stock of the Company held by the other Person or other Persons making or party to, or associated or

affiliated with the other Persons making or party to, such stock or share exchange agreement or other business combination), or (E)

the Company reorganizes, recapitalizes or reclassifies the Common Stock, or (ii) any “person” or “group” (as

these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act and the rules and regulations promulgated

thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or

indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of the Company.

Notwithstanding the foregoing, the term Fundamental Transaction shall not include the transactions contemplated by the Merger

Agreement.

(n)

“Initial Issuance Date” means the date on which the Preferred Shares are issued.

(o)

“Liquidation Event” means, whether in a single transaction or series of transactions, the voluntary or

involuntary liquidation, dissolution or winding up of the Company or such Subsidiaries the assets of which constitute all or

substantially all of the assets of the business of the Company and its Subsidiaries, taken as a whole. Notwithstanding the

foregoing, the term Liquidation Event shall not include the transactions contemplated by the Merger Agreement.

(p)

“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and

whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such

Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of

the Fundamental Transaction.

(q)

“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a

trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

(r)

“Principal Market” means the market on which the Common Stock is listed or quoted for trading as of the date in

question. As of the Initial Issuance Date, the Principal Market is the NYSE American, LLC.

(s)

“Required Holders” means holders of at least a majority of the outstanding Preferred Shares.

(t)

“SEC” means the U.S. Securities and Exchange Commission.

(u)

“Securities” means, collectively, the Preferred Shares and the shares of Common Stock issuable upon conversion of

the Preferred Shares.

(v)

“Securities Act” means the Securities Act of 1933, as amended.

(w)

“Stockholder Approval” means (a) such approval as may be required by the applicable rules and regulations of the

NYSE American, LLC (or any successor entity) from the stockholders of the Company with respect to issuance of all of the Conversion

Shares upon the conversion of the Preferred Shares, and (b) approval for the Company to file the Charter Amendment.

(x)

“Stockholder Approval Date” means the first Trading Day following the Company’s notice to the Holders of

Stockholder Approval, which notice shall be provided within two Trading Days of the Company’s receipt of Stockholder Approval.

Notwithstanding anything to the contrary, such notice shall be deemed to be given by a public filing with the SEC disclosing the

effectiveness of the Stockholder Approval.

(y) “Subsidiary”

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company

formed or acquired after the date hereof.

(z)

“Successor Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by,

resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent Entity)

with which such Fundamental Transaction shall have been entered into.

(aa)

“Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal

Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on

which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock

is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading

during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing

time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York, New York time) unless such day is

otherwise designated as a Trading Day in writing by the Required Holders.

(bb)

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted

for trading on the date in question: the NYSE American, the New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global

Market, the Nasdaq Global Select Market, or any market operated by OTC Markets (or any successors to any of the

foregoing).

[signature

page follows]

WITNESS WHEREOF, the Company has caused this Certificate of Designations of Volato Group, Inc. to be signed by its Chief Executive Officer

on this 11th day of September, 2026.

Volato

Group, Inc.

Name:

Matthew Liotta

Title:

Chief Executive Officer

Signature

Page to Certificate of Designations

EXHIBIT

VOLATO

GROUP, INC.

CONVERSION

NOTICE

Reference

is made to the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock of Volato Group, Inc.

(the “Certificate of Designations”). In accordance with and pursuant to the Certificate of Designations, the undersigned

hereby elects to convert the number of shares of Series A Convertible Preferred Stock, $0.0001 par value per share (the “Preferred

Shares”), of Volato Group, Inc., a Delaware corporation (the “Company”), indicated below into shares of

common stock, $0.0001 par value per share (the “Common Stock”), of the Company, as of the date specified below.

Date

of Conversion:

Number

of Preferred Shares to be converted:

Tax

ID Number (If applicable):

Conversion

Price:

Number

of shares of Common Stock to be issued: ___________________

Please

issue the shares of Common Stock into which the Preferred Shares are being converted in the following name and to the following address:

Issue

to: _________________________________________

_________________________________________

Address:

_________________________________________

Telephone

Number: ________________________________

address: _________________________________

Holder:

__________________________________________

By:

_____________________________________________

Title:

___________________________________________

Dated:_____________________________

Account

Number (if electronic book entry transfer): __________________________________

Transaction

Code Number (if electronic book entry transfer): __________________________

Exhibit I- 1

EX-3.2

Filename: ex3-2.htm · Sequence: 4

Exhibit

3.2

Certificate

of Designations, Preferences and Rights of the

Series

A-1 Convertible Preferred Stock of

Volato

Group, Inc.

Volato

Group, Inc. (the “Company”) has entered into that certain Agreement and Plan of Merger dated August 25, 2026, as amended

(the “Merger Agreement”) by and among the Company, Volato Alignment Merger Sub LLC, a Delaware limited liability company

and wholly owned Subsidiary of the Company, and Alignment Engine Inc., a Delaware corporation (“Aligned”) pursuant

to which the security holders of Aligned will be entitled to receive shares of convertible preferred stock of the Company. Capitalized

words and terms not defined herein and that are not descriptive shall have the meaning as set forth in Section 17 below and the Merger

Agreement.

Pursuant

to the authority expressly conferred upon the Board of Directors of the Company (the “Board”) and by the Company’s

Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the Board on September 11, 2026 hereby

designates the Series A-1 Convertible Preferred Stock and the number of shares constituting such series, and fixes the rights, powers,

preferences, privileges, limitations and restrictions relating to such series in addition to any set forth in the Certificate of Incorporation

as follows:

Designation and Number of Shares. There shall hereby be created and established a series of preferred stock of the Company designated

as “Series A-1 Convertible Preferred Stock” (the “Preferred Shares”). The authorized number of Preferred

Shares shall be 316,312 shares. Each Preferred Share shall have a par value of $0.0001. Each Preferred Share shall have a stated value

equal to $641.5267 (the “Stated Value”).

Ranking. All shares of capital stock of the Company, both common stock and any other series of preferred stock shall be junior

in rank to all Preferred Shares with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution

and winding up of the Company (collectively, the “Junior Stock”). The Preferred Shares shall rank pari passu

with shares of the Company’s Series A Convertible Preferred Stock. The rights of all such shares of Junior Stock of the Company

shall be subject to the rights, powers, preferences and privileges of the Preferred Shares. In the event of the merger or consolidation

of the Company with or into another corporation, the Preferred Shares shall maintain their relative rights, powers, designations, privileges

and preferences provided for herein and no such merger or consolidation shall result in terms inconsistent therewith. For the avoidance

of doubt, in no circumstance will a Preferred Share have any rights subordinate or otherwise inferior to the rights of shares of any

Junior Stock (as defined above). Notwithstanding the foregoing, the Preferred Shares shall not be entitled to participate in any in-kind

dividend from the Volato Reserve as such term is defined in the Merger Agreement.

Conversion.

(a)

Holder’s Conversion Right. Subject to the provisions of Section 3(e), at any time or times on or after the later of (i)

the Stockholder Approval Date (as defined below) and (ii) the Charter Amendment Effectiveness Date (as defined below) (such date, the

“Initial Conversion Date”), each holder of a Preferred Share (each, a “Holder” and collectively,

the “Holders”) shall be entitled to convert any whole number of Preferred Shares into validly issued, fully paid and

non-assessable shares of Common Stock in accordance with Section 3(c) determined based on the Conversion Rate (as defined below).

(b)

Conversion Rate. Each Preferred Share shall be convertible without the payment of additional consideration by the Holder thereof,

into such number of fully paid and non-assessable shares of Common Stock equal to the ratio determined by dividing (A) the Stated Value

of such Preferred Share by (B) the Conversion Price (as defined below) in effect at the time of conversion (the “Conversion

Rate”). The “Conversion Price” shall initially be $0.1537. The Conversion Price shall be subject to adjustment

as provided below, and for the avoidance of doubt, any adjustment to the Conversion Price as provided below shall result in a concordant

adjustment to the number of shares of Common Stock into which each Preferred Share may be converted pursuant to the Conversion Rate.

fractional shares of Common Stock are to be issued upon the conversion of any Preferred Shares. If the issuance would result in the issuance

of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share.

(c)

Mechanics of Conversion. The conversion of each Preferred Share shall be conducted in the following manner:

(i)

Holder’s Conversion. To convert a Preferred Share into a validly issued, fully paid and non-assessable share of Common Stock,

on any date (a “Conversion Date”), a Holder shall deliver (whether via email or otherwise), for receipt on or prior

to 11:59 p.m., New York, N.Y. time, on such date, a copy of an executed notice of conversion of the share(s) of Preferred Shares subject

to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company.

No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of

any Conversion Notice form be required. The calculations and entries set forth in the Conversion Notice shall control in the absence

of manifest or mathematical error. To effect conversions of Preferred Shares, a Holder shall not be required to surrender the certificate(s)

representing the Preferred Shares to the Company unless all of the Preferred Shares represented thereby are so converted, in which case,

such Holder shall surrender to a nationally recognized overnight delivery service for delivery to the Company the original certificates

representing the share(s) of Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid.

(ii)

Company’s Response. On or before the first Trading Day following the date of receipt by the Company of such Conversion Notice,

the Company shall (1) provided that (x) the Transfer Agent is participating in the Depository Trust Company (“DTC”)

Fast Automated Securities Transfer Program and (y) shares of Common Stock to be so issued are otherwise eligible for resale pursuant

to Rule 144 promulgated under the Securities Act, credit such aggregate number of shares of Common Stock to which such Holder shall be

entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system,

or (2) if either of the immediately preceding clauses (x) or (y) are not satisfied, issue and deliver (via reputable overnight courier)

to the address as specified in such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the

number of shares of Common Stock to which such Holder shall be entitled. If the number of Preferred Shares represented by the Preferred

Share Certificate(s) submitted for conversion pursuant to Section 3(c)(i) is greater than the number of Preferred Shares being converted,

then the Company shall if requested by such Holder, as soon as practicable and in no event later than three Trading Days after receipt

of the Preferred Share Certificate(s) and at its own expense, issue and deliver to such Holder (or its designee) a new Preferred Share

Certificate representing the number of Preferred Shares not converted.

(iii)

Record Holder. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares

shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

(iv)

Delivery of Conversion Shares.

(1)

As soon as practicable after any conversion or payment of any amount due hereunder in the form of shares of Common Stock in accordance

with this Certificate of Designations, Preferences and Rights of the Series A-1 Convertible Preferred Stock (the “Certificate

of Designations”), and in any event within the Standard Settlement Period thereafter (such date, the “Share Delivery

Date”), the Company shall, at its expense, cause to be issued in the name of and delivered to the Holder, or as the Holder

may direct, a certificate or certificates evidencing the number of shares of fully paid and non-assessable Common Stock to which the

Holder shall be entitled on such conversion or payment (the “Conversion Shares”), in the applicable denominations

based on the applicable conversion or payment, which certificate or certificates shall be free of restrictive and trading legends (except

for any such legends as may be required under the Securities Act). In lieu of delivering physical certificates for the Common Stock issuable

upon any conversion of this Certificate of Designations, provided the Company’s transfer agent (the “Transfer Agent”)

is participating in the DTC Fast Automated Securities Transfer Program (“FAST”) or a similar program, upon request

of the Holder, the Company shall cause the Transfer Agent to electronically transmit such Conversion Shares issuable upon conversion

of this Certificate of Designations to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s)

broker with DTC through its Deposit Withdrawal At Custodian system (provided that the same time periods herein as for stock certificates

shall apply) as instructed by the Holder (or its designee). If the Transfer Agent is not participating in FAST or if the Conversion Shares

are subject to restrictions under the Securities Act or due to the Rules of the NYSE American, Section 3(c)(v) shall apply.

(2)

Obligation Absolute. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Certificate

of Designations in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder

to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any

action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the

Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person,

and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with

the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company

of any such action the Company may have against the Holder. In the event the Holder of this Certificate of Designations shall elect to

convert any or all of the Preferred Shares, the Company may not refuse conversion based on any claim that the Holder or anyone associated

or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from

a court, issued with prior notice to Holder, restraining and or enjoining conversion of all or part of this Certificate of Designations

shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the Stated

Value for such Preferred Shares, which is subject to the injunction, which bond shall remain in effect until the completion of litigation

of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence

of such injunction, the Company shall issue the Conversion Shares upon delivery of a Conversion Notice.

(3)

The Company’s Failure to Timely Convert. If the Company shall fail for any reason or for no reason, on or prior to the applicable

Share Delivery Date, if the Transfer Agent is not participating in FAST or the Conversion Shares are restricted, to issue and deliver

to the Holder (or its designee) a certificate for the number of Conversion Shares to which the Holder is entitled and register such Conversion

Shares on the Company’s share register or, if the Transfer Agent is participating in FAST, to credit the balance account of the

Holder or the Holder’s designee with DTC for such number of Conversion Shares to which the Holder is entitled upon the Holder’s

conversion of this Certificate of Designations (as the case may be) (a “Conversion Failure”), then, in addition to

all other remedies available to the Holder, if the Holder acquires (in an open market transaction, stock loan or otherwise) shares of

Common Stock corresponding to all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder

is entitled to receive from the Company and has not received from the Company in connection with such Conversion Failure (a “Buy-In”),

then, in addition to all other remedies available to the Holder, the Company shall, within two Trading Days after receipt of the Holder’s

request and in the Holder’s discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase

price (including brokerage commissions, mark-ups, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common

Stock so acquired (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In

Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of

Common Stock) or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of

shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue

such shares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate

or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee,

as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder

(as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x)

such number of shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on any Trading Day during the

period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause

(II) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available

to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect

to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such

shares of Common Stock) upon the conversion of this Certificate of Designations as required pursuant to the terms hereof.

(4)

Conversion Priority. In the event that the Company receives a Conversion Notice from the Holder and any holders of convertible

securities for the same Conversion Date and the Company can effect the conversion and exercise of some, but not all, of such portions

of the Certificate of Designations, convertible securities submitted for conversion, exercise, or exchange, the Company, subject to this

Section 3(c)(iv), shall (i) first effect the conversion of the entire Conversion Amount submitted for conversion on such date by the

Holder, and (ii) shall thereafter effect the exercise and conversion from each holder of convertible securities electing to have convertible

securities exercised, converted or exchanged on such date (other than the Conversion Shares).

(v)

Book-Entry. If the Transfer Agent is not participating in FAST or if the Conversion Shares are restricted under the Securities

Act, the Company shall issue the Conversion Shares in book entry within the time provided in this Certificate of Designations. Notwithstanding

anything to the contrary set forth in this Section 3, upon conversion of any Preferred Shares in accordance with the terms hereof, no

Holder thereof shall be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion

thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted (in which event

such certificate(s) shall be delivered to the Company as contemplated by this Section 3(c)(v) or (B) such Holder has provided the Company

with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical

surrender of any Preferred Shares. Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted

by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to such Holder and the Company,

so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event

of any dispute or discrepancy, such records of such Holder establishing the number of Preferred Shares to which the record holder is

entitled shall be controlling and determinative in the absence of manifest error. A Holder and any transferee or assignee, by acceptance

of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares,

the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof.

Each certificate for Preferred Shares shall bear the following legend:

ANY

TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY’S CERTIFICATE OF DESIGNATIONS RELATING

TO THE SHARES OF SERIES A-1 PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 3(c) THEREOF. THE NUMBER OF SHARES OF

SERIES A-1 PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A-1 PREFERRED STOCK STATED

ON THE FACE HEREOF PURSUANT TO SECTION 3(c) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A-1 PREFERRED STOCK REPRESENTED

BY THIS CERTIFICATE.

(d)

Taxes. The Company shall pay any and all documentary, stamp, transfer (but only in respect of the registered holder thereof),

transfer agent fees, issuance and other similar taxes that may be payable with respect to the issuance and delivery of shares of Common

Stock upon the conversion of Preferred Shares.

(e)

Beneficial Ownership Limitation. The Company shall not effect any conversion of the Preferred Shares, and a Holder shall not have

the right to convert any portion of the Preferred Shares, to the extent that, after giving effect to the conversion set forth on the

applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together

with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially

own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares

of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common

Stock issuable upon conversion of the Preferred Shares with respect to which such determination is being made, but shall exclude the

number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Shares

beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised

or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation

contained herein (including, without limitation, the Preferred Shares and warrants, if any) beneficially owned by such Holder or any

of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3(e), beneficial

ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

To the extent that the limitation contained in this Section 3(e) applies, the determination of whether the Preferred Shares is convertible

(in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of

Preferred Shares are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be

deemed to be such Holder’s determination of whether the shares of Preferred Shares may be converted (in relation to other securities

owned by such Holder together with any Affiliates and Attribution Parties) and how many Preferred Shares are convertible, in each case

subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to

the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in

this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination provided that for purposes

of this Section 3(e), the Holder shall be entitled to rely on: (i) the Company’s most recent periodic or annual report filed with

the Commission, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Transfer

Agent setting forth the number of shares of Common Stock outstanding and the Company shall indemnify the Holder in accordance with the

Merger Agreement, if the Holder suffers any damages including attorneys’ fees, claims or losses as a result of Excess Shares (as

defined below) being issued as which arises from the inaccuracy of any of the foregoing or any action or failure to act by the Company

in accordance with this Certificate of Designations. In addition, a determination as to any group status as contemplated above shall

be determined in accordance with Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder. Upon the

request of a Holder, the Company shall within one Trading Day confirm orally and in writing to such Holder the number of shares of Common

Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the

conversion or exercise of securities of the Company, including the Preferred Shares and warrants, if any, by such Holder or its Affiliates

or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial

Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect

to the issuance of shares of Common Stock issuable upon conversion of Preferred Shares held by the applicable Holder. In the event that

the issuance of shares of Common Stock to the Holder upon conversion of the Preferred Shares results in the Holder together with any

Affiliates and Attribution Parties being deemed to beneficially own, in the aggregate, a number of outstanding shares of Common Stock

in excess of the Beneficial Ownership Limitation, the number of shares so issued by which the Holder’s together with any of its

Affiliates’ and Attribution Parties’ aggregate beneficial ownership of shares of Common Stock exceeds the Beneficial Ownership

Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall

not have the power to vote or transfer the Excess Shares. A Holder, upon notice to the Company, may increase or decrease the Beneficial

Ownership Limitation provisions of this Section 3(e) applicable to its Preferred Shares provided that the Beneficial Ownership Limitation

in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of

shares of Common Stock upon conversion of Preferred Shares held by the Holder and the provisions of this Section 3(e) shall continue

to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice

is delivered to the Company and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed

and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(e) to correct this paragraph (or any

portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make

changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph

shall apply to a successor holder of Preferred Shares. Notwithstanding the foregoing and for avoidance of doubt, to comply with the rules

and regulations of the Principal Market, the Company shall not affect any conversion of any Preferred Shares prior to the Stockholder

Approval Date.

Adjustments.

(a)

Adjustment of Conversion Rate upon Subdivision or Combination of Common Stock. With respect to any unconverted Preferred Shares,

if the Company at any time on or after the Initial Issuance Date subdivides (by any stock split, stock dividend, recapitalization or

otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price for any

unconverted shares in effect immediately prior to such subdivision will be proportionately decreased so that the number of shares of

Common Stock issuable on conversion of each Preferred Share shall be increased in proportion to such increase in the aggregate number

of shares of Common Stock outstanding. With respect to any unconverted Preferred Shares, if the Company at any time on or after the Initial

Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock

into a smaller number of shares, the Conversion Price for any unconverted shares in effect immediately prior to such combination will

be proportionately increased so that the number of shares of Common Stock issuable on conversion of each Preferred Share shall be decreased

in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment pursuant to this Section

4(a) shall become effective immediately after the effective date of such subdivision or combination.

(b)

Rights Upon Fundamental Transactions. At any time while any Preferred Shares remain outstanding, upon any subsequent conversion

of any Preferred Shares, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such

conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 3(e) on the

conversion of any Preferred Shares), the number of shares of Common Stock of the successor or acquiring corporation or of the Company,

if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as

a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which any Preferred Shares is convertible

immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3(e) on the conversion of any Preferred

Shares). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such

Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental

Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting

the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to

the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the

Alternate Consideration it receives upon any conversion of any Preferred Shares following such Fundamental Transaction. To the extent

necessary to effectuate the foregoing provisions, any successor to the Company or Surviving Entity in such Fundamental Transaction shall

file a new Certificate of Designations with the same terms and conditions and issue to the Holders new preferred stock consistent with

the foregoing provisions and evidencing the Holders’ right to convert such preferred stock into Alternate Consideration. The Company

shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)

to assume in writing all of the obligations of the Company under this Certificate of Designations and the other Ancillary Documents (as

defined in the Merger Agreement) in accordance with the provisions of this Section 4(b) pursuant to written agreements in form and substance

reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and

shall, at the option of the holder of any Preferred Shares, deliver to the Holder in exchange for such Preferred Shares a security of

the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Preferred Shares which is convertible

for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common

Stock acquirable and receivable upon conversion of the Preferred Shares (without regard to any limitations on the conversion of the Preferred

Shares) prior to such Fundamental Transaction, and with a conversion price which applies the Conversion Price hereunder to such shares

of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and

the value of such shares of capital stock, such number of shares of capital stock and such Conversion Price being for the purpose of

protecting the economic value of the Preferred Shares immediately prior to the consummation of such Fundamental Transaction), and which

is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor

Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this

Certificate of Designations and the other Ancillary Documents referring to the “Company” shall refer instead to the Successor

Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Certificate

of Designations and the other Ancillary Documents with the same effect as if such Successor Entity had been named as the Company herein.

(c)

Subsequent Equity Sales. If, at any time and while any shares of Preferred Shares remain outstanding, the Company sells or grants

any option to purchase, or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or

any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of

Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion

Price” and any such issuance, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock

Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise

or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be

entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall

be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then simultaneously with the consummation

(or, if earlier, the announcement) of each Dilutive Issuance the Conversion Price shall be reduced to equal the Base Conversion Price,

provided that the Base Conversion Price shall not be less than the Floor Price. Notwithstanding the foregoing, no adjustment will be

made under this Section 4(c) in respect of an Exempt Issuance. The Company shall notify the Holders in writing, no later than the Trading

Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 4(c), indicating therein the applicable

issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive

Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to

this Section 4(c), upon the occurrence of any Dilutive Issuance, the Holders are entitled to receive a number of Conversion Shares based

upon the Base Conversion Price on or after the date of such Dilutive Issuance within three Business Days, regardless of whether a Holder

accurately refers to the Base Conversion Price in the Notice of Conversion. This Section 4(c) shall expire 15 months from the closing

of the Merger Agreement.

(d)

Calculations. All calculations under this Section shall be made to the nearest cent or nearest 1/100th of a share, as the case

may be. For purposes of this Section 4, the nearest number of shares of Common Stock deemed to be issued and outstanding as of a given

date shall be the sum of the number of shares of Common Stock (excluding any treasury shares, if any) issued and outstanding.

(e)

Notice to Holder.

(i)

Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 4, the Company

shall promptly give notice to the Holder setting forth the Conversion Price after such adjustment and any resulting adjustment to the

number of Conversion Shares and setting forth a statement of the facts requiring such adjustment (“Adjustment Notice”).

For purposes of clarification, whether or not the Company provides an Adjustment Notice pursuant to this Section, upon the occurrence

of any event resulting in an adjustment hereunder, the Holder is entitled to receive a number of Conversion Shares based upon the adjusted

Conversion Rate regardless of whether the Holder accurately refers to the Conversion Price in the Conversion Notice.

(ii)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form)

on the Common Stock (other than an in-kind dividend from the Volato Reserve), (B) the Company shall declare a special nonrecurring cash

dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights

or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders

of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the

Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby

the Common Stock are converted into other securities, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation

or winding up of the affairs of the Company, then, the Company shall deliver to the Holder at its last address as it shall appear upon

the books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice

stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,

or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions,

redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer

or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock

of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such

reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect

therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The

Holder shall remain entitled to convert these Preferred Shares during the period commencing on the date of such notice to the effective

date of the event triggering such notice except as may otherwise be expressly set forth herein.

Authorized Shares; Other Matters.

(a)

Reservation. Beginning on the Charter Amendment Effectiveness Date, the Company shall reserve out of its authorized and unissued

Common Stock a number of shares of Common Stock equal to 200% of the total number of Conversion Shares issuable upon full conversion

of all outstanding Preferred Shares pursuant to this Certificate of Designations, without giving effect to the Beneficial Ownership Limitation,

as such amount may be reduced following conversions or otherwise changed pursuant to this Certificate of Designations. Following the

Initial Conversion Date, so long as any of the Preferred Shares are outstanding, the Company shall take all action necessary to reserve

and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the

Preferred Shares, as of any given date, 100% of the number of shares of Common Stock as shall from time-to-time be necessary to effect

the full conversion of all of the Preferred Shares then outstanding, without giving effect to the Beneficial Ownership Limitation, provided

that at no time shall the number of shares of Common Stock so available be less than the number of shares required to be reserved by

the previous sentence (without regard to any limitations on conversions contained in this Certificate of Designations) (the “Required

Amount”). The initial number of shares of Common Stock reserved for conversions of the Preferred Shares and each adjustment

in the number of shares so reserved shall be allocated pro rata among the Holders based on the number of Preferred Shares held by each

Holder on the Initial Issuance Date or adjustment in the number of reserved shares (as the case may be) (the “Authorized Share

Allocation”). In the event a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee

shall be allocated a pro rata portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated

to any Person which ceases to hold any Preferred Shares shall be allocated to the remaining Holders of Preferred Shares, pro rata based

on the number of Preferred Shares then held by such Holders.

(b)

Insufficient Authorized Shares.

(i)

The Company shall use commercially reasonable efforts to obtain the Stockholder Approval and to cause the Initial Conversion Date to

occur within the minimum period of time practicable in accordance with applicable laws, rules and regulations, including those enforced

or promulgated by the SEC, the Principal Market and the State of Delaware. Without limiting the generality of the foregoing, the Company

shall comply with the provisions of the Merger Agreement relating to the Stockholder Approval and holding a meeting of its stockholders

with respect thereto.

(ii)

If, notwithstanding Sections 5(a) and 5(b)(i) and not in limitation thereof, at any time following the Initial Conversion Date and while

any of the Preferred Shares remain outstanding the Company does not have a sufficient number of authorized and unissued shares of Common

Stock to satisfy its obligation to have available for issuance upon conversion of the Preferred Shares at least a number of shares of

Common Stock equal to the Required Amount (an “Authorized Share Failure”), then the Company shall take all reasonable

action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve

and have available the Required Amount for all of the Preferred Shares then outstanding, and shall use commercially reasonable efforts

to cause such increase to take effect within the minimum period of time practicable in accordance with applicable laws, rules and regulations,

including those enforced or promulgated by the SEC, the Principal Market and the State of Delaware. In the event of any Authorized Share

Failure, the Company shall comply with and follow the terms and procedures set forth in Section 5(b)(i) to obtain the requisite stockholder

approval and amendment to its Certificate of Incorporation.

(iii)

In the event the Company can comply with this Section 5(b) using the written consent of its stockholders in lieu of a meeting in accordance

with applicable laws, rules and regulations, the Company shall pursue such consent, adhering to the requirements of the SEC and the Principal

Market, to cause the Stockholder Approval or remediation of any subsequent Authorized Share Failure within the minimum amount of time

practicable in compliance with applicable laws, rules and regulations, and in any event within a shorter time period than those contemplated

in Sections 5(b)(i) or (ii) with respect to a meeting of its stockholders.

(c)

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 4(a) above, if at any time the Company grants,

issues or sells any Common Stock Equivalents (as defined below) or rights to purchase stock, warrants, securities or other property pro

rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then each Holder will be

entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired

if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of such Holder’s Preferred Shares

(without regard to any limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately

before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the

date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights;

provided, however, that, to the extent that such Holder’s right to participate in any such Purchase Right would result in such

Holder exceeding the Beneficial Ownership Limitation, then such Holder shall not be entitled to participate in such Purchase Right to

such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase

Right to such extent shall be held in abeyance for such Holder until such time not to exceed 12 months as its right thereto would not

result in such Holder exceeding the Beneficial Ownership Limitation provided Holder complies with all of the other obligations of a beneficiary

of the Purchase Rights that would not result in Holder exceeding the Beneficial Ownership Limitation.

(d)

Pro Rata Distributions. During such time as the Preferred Shares are outstanding, if the Company declares or makes any dividend

or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital

or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,

spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction, but excluding any in-kind dividend

from the Volato Reserve) (a “Distribution”), then, in each such case, each Holder shall be entitled to participate

in such Distribution to the same extent that such Holder would have participated therein if such Holder had held the number of shares

of Common Stock acquirable upon complete conversion of the Holder’s Preferred Shares (without regard to any limitations on conversion

hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for

such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined

for the participation in such Distribution (provided, however, to the extent that any Holder’s right to participate

in any such Distribution would result in such Holder exceeding the Beneficial Ownership Limitation, then such Holder shall not be entitled

to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such

Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of such Holder until such

times, not in excess of 12 months, as its right thereto would not result in such Holder exceeding the Beneficial Ownership Limitation).

(e)

Notwithstanding anything in this Certificate of Designations to the contrary, in the event that the Company’s Common Stock is no

longer listed on the NYSE American or another Eligible Market, (A) the Preferred Shares may be converted subject only to the occurrence

of the Charter Amendment Effectiveness Date, and (B) in such event, Holders of the Preferred Shares shall be entitled to vote on an as-converted

basis with the holders of shares of Common Stock (except as otherwise required by applicable law, including the DGCL) on all matters

brought before the stockholders of the Company; provided, however, that Holders of Preferred Shares will not be entitled

to vote on any matters for which stockholder approval is sought in order to comply with the rules and regulations of the Principal Market

and on which the Holders are not entitled or are precluded from voting pursuant to the rules and regulations of the Principal Market.

In the event of any conflict or inconsistency between this Section 5(e) and any other provision of this Certificate of Designations,

the provisions of this Section 5(e) shall prevail, and such other provisions shall be construed in a manner which most closely reflects

the intent of the parties as set forth in this Section 5(e).

Voting Rights. Prior to the Stockholder Approval Date, Holders of the Preferred Shares shall have no voting rights, except as

required by law (including without limitation, the DGCL), provided, however, as long as any Preferred Shares are outstanding,

the Company shall not, without the affirmative vote of the Holders of a majority of the then-outstanding Preferred Shares:

(a)

alter or change adversely the powers, preferences or rights given to the Preferred Shares or alter or amend this Certificate of Designations;

(b)

amend its Certificate of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders; provided,

however, any increase in authorized capital or adjustments under Section 4 shall not be deemed to be adverse;

(c)

increase the number of authorized shares of Preferred Shares;

(d)

pay cash dividends or distributions on junior securities of the Company (including but not limited to Junior Stock); or

(e)

enter into any agreement with respect to any of the foregoing.

Beginning

on the Stockholder Approval Date, Holders of the Preferred Shares shall be entitled to vote on an as-converted basis with the holders

of shares of Common Stock (except as otherwise required by applicable law, including the DGCL) on all matters brought before the stockholders

of the Company; provided, however, that Holders of Preferred Shares will not be entitled to vote on any matters for which

stockholder approval is sought in order to comply with the rules and regulations of the Principal Market and on which the Holders are

not entitled or are precluded from voting pursuant to the rules and regulations of the Principal Market.

Holders

of the Preferred Shares shall be entitled to written notice of all stockholder meetings or written consents (and copies of proxy materials

and other information sent to stockholders), which notice shall be provided pursuant to and in accordance with the Company’s Bylaws

and the DGCL.

Liquidation Preference, Dissolution, Winding-Up. Upon any Liquidation Event, each holder of Preferred Shares shall be entitled

to receive, in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders

(the “Liquidation Funds”), prior and in preference to any distribution to the holders of Junior Stock, an amount equal

to such holder’s Stated Value per share for each Preferred Share (the “Liquidation Preference”). Following payment

in full of the Liquidation Preference, the remaining assets and proceeds available for distribution shall be distributed among the holders

of Common Stock and the Holders of Preferred Shares (on an as converted basis) pro rata in accordance with their respective ownership

percentages. To the extent necessary, the Company shall cause such actions to be taken by each of its Subsidiaries so as to enable, to

the maximum extent permitted by law, the proceeds of a Liquidation Event to be distributed to the Holders in accordance with this Section

7. All the preferential amounts to be paid to the Holders under this Section 7 shall be paid or set apart for payment before the payment

or setting apart for payment of any amount for, or the distribution of any Liquidation Funds of the Company to the holders of shares

of Junior Stock in connection with a Liquidation Event as to which this Section 7 applies. The Company shall mail written notice of any

such Liquidation, not less than 45 days prior to the payment date stated therein, to each Holder. If the Liquidation Funds are insufficient

to pay the full amount due to the Holders and holders of shares of parity stock, then each Holder and each holder of parity stock shall

receive a percentage of the Liquidation Funds equal to the full amount of Liquidation Funds payable to such Holder and such holder of

parity stock, in accordance with their respective certificate of designations (or equivalent), as a percentage of the full amount of

Liquidation Funds payable to all holders of Preferred Shares and all holders of shares of parity stock.

Participation. In addition to any adjustments pursuant to Section 4, the Holders shall, as holders of Preferred Shares, be entitled

to receive such dividends paid and distributions made to the holders of shares of Common Stock to the same extent as if such Holders

had converted each Preferred Share held by each of them into shares of Common Stock (without regard to any limitations on conversion

herein or elsewhere) and had held such shares of Common Stock on the record date for such dividends and distributions. Payments under

the preceding sentence shall be made concurrently with the dividend or distribution to the holders of shares of Common Stock (provided,

however, to the extent that a Holder’s right to participate in any such dividend or distribution would result in such Holder exceeding

the Beneficial Ownership Limitation, then such Holder shall not be entitled to participate in such dividend or distribution to such extent

(or the beneficial ownership of any such shares of Common Stock as a result of such dividend or distribution to such extent) and such

dividend or distribution to such extent shall be held in abeyance for the benefit of such Holder until such time, if ever, as its right

thereto would not result in such Holder exceeding the Beneficial Ownership Limitation). Notwithstanding the foregoing, the participation

rights in this Section 8 shall not apply to any in-kind dividend from the Volato Reserve. Except as provided in this Section 8, no dividends

shall accrue or be payable with respect to the Preferred Shares.

Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of the Preferred Shares shall be made without charge

to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares,

provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance

and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such shares of Preferred Shares

and the Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the

issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that

such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Conversion Notice and all

fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day

electronic delivery of the Conversion Shares.

10.

Lost or Stolen Certificates. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,

destruction or mutilation of any certificates representing Preferred Shares (as to which a written certification and the indemnification

contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of an indemnification undertaking

by the applicable Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation

of the certificate(s), the Company shall execute and deliver new certificate(s) of like tenor and date.

11.

Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designations

shall be cumulative and in addition to all other remedies available under this Certificate of Designations, at law or in equity (including

a decree of specific performance and/or other injunctive relief), and no remedy contained herein shall be deemed a waiver of compliance

with the provisions giving rise to such remedy. Nothing herein shall limit any Holder’s right to pursue actual and consequential

damages for any failure by the Company to comply with the terms of this Certificate of Designations. The Company covenants to each Holder

that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided

for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by a Holder

and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The

Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holders and that the remedy

at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach,

each Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such

threatened breach, without the necessity of showing economic loss and without any bond or other security being required, to the extent

permitted by applicable law. The Company shall provide all information and documentation to a Holder that is requested by such Holder

to enable such Holder to confirm the Company’s compliance with the terms and conditions of this Certificate of Designations.

12.

Non-circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation,

Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of

securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate

of Designations, and will at all times in good faith carry out all the provisions of this Certificate of Designations and take all action

as may be required to protect the rights of the Holders. Without limiting the generality of the foregoing or any other provision of this

Certificate of Designations, the Company (i) shall take all such actions as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion of Preferred Shares and (ii) shall,

so long as any Preferred Shares are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued

shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, the maximum number of shares of Common

Stock as shall from time to time be necessary to effect the conversion of the Preferred Shares then outstanding (without regard to any

limitations on conversion contained herein).

13.

Failure or Indulgence Not Waiver. No failure or delay on the part of a Holder in the exercise of any power, right or privilege

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude

other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and

signed by an authorized representative of the waiving party. This Certificate of Designations shall be deemed to be jointly drafted by

the Company and all Holders and shall not be construed against any Person as the drafter hereof.

14.

Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be

in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) delivered by reputable air courier service with

charges prepaid, next Trading Day delivery, or (iii) transmitted by email, addressed as set forth below or to such other address as such

party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder

shall be deemed effective (a) upon hand delivery or delivery by email, with evidence of confirmation, at the address designated below

(if delivered on a Trading Day during normal business hours where such notice is to be received), or the first Trading Day following

such delivery (if delivered other than on a Trading Day during normal business hours where such notice is to be received) or (b) on the

second Trading Day following the date of transmittal by express courier service, fully prepaid, addressed to such address. The addresses

for such communications shall be: (i) if to the Company, to: 1954 Airport Road, Suite 124, Chamblee, GA 30341, Attention: Mark Heinen,

Chief Financial Officer, mark.heinen@flyvolato.com; and (ii) if to the Holders, to: the addresses and email address on record with the

Company.

15.

Preferred Shares Register. The Company shall maintain at its principal executive offices (or such other office or agency of the

Company as it may designate by notice to the Holders), or shall engage the transfer agent for its common stock to maintain, a register

for the Preferred Shares, in which the Company shall record the name, address and email address of the Persons in whose name the Preferred

Shares have been issued, as well as the name and address of each transferee. The Company may treat the Person in whose name any Preferred

Shares are registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but

in all events recognizing any properly made transfers.

16.

Stockholder Matters; Amendment.

(a)

Stockholder Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant

to the DGCL, the Certificate of Incorporation, this Certificate of Designations or otherwise with respect to the issuance of Preferred

Shares may be effected by written consent of the Company’s stockholders or at a duly called meeting of the Company’s stockholders,

all in accordance with the DGCL. This provision is intended to comply with the applicable DGCL sections permitting stockholder action,

approval and consent effected by written consent in lieu of a meeting.

(b)

Amendment. This Certificate of Designations or any provision hereof may be amended by obtaining the affirmative vote at a meeting

duly called for such purpose, or written consent without a meeting in accordance with the DGCL, of the Required Holders, voting separately

as a single class, and with such other stockholder approval, if any, as may then be required pursuant to the DGCL and the Certificate

of Incorporation.

17.

Certain Defined Terms. For purposes of this Certificate of Designations, the following terms shall have the following meanings:

(a)

“Business Day” means any day on which banks located in New York, NY are open except Saturday or Sunday.

(b)

“Certificate of Designations” means Certificate of Designations, Preferences and Rights of the Series A-1 Convertible

Preferred Stock of Volato Group, Inc.

(c)

“Charter Amendment” means a Certificate of Amendment to the Company’s Certificate of Incorporation to increase

the number of authorized shares of Common Stock in an amount sufficient to provide for issuance of all Conversion Shares and for the

Company to reserve a number of authorized and unissued shares of Common Stock equal to the Required Amount.

(d)

“Charter Amendment Effectiveness Date” means the first Trading Day following effectiveness of the Charter Amendment

filed with the Secretary of State of the State of Delaware.

(e)

“Closing Sale Price” means, for any security as of any date, the last closing trade price, respectively, for such

security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis

and does not designate the closing trade price (as the case may be) then the last trade price of such security prior to 4:00 p.m., New

York, New York time, as reported by Bloomberg, or, if the NYSE American or another Eligible Market is not the Principal Market, the last

trade price of such security on the principal securities exchange or Trading Market where such security is listed or traded as reported

by Bloomberg, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic

bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security by Bloomberg, the

average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the OTCID Basic Market

operated by OTC Markets Group Inc. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing

bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined in good faith by the

Company and the applicable Holder. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock

combination or other similar transaction during such period.

(f)

“Common Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital

stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(g)

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder

thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant, units

or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof

to receive, Common Stock.

(h)

“DGCL” means the Delaware General Corporation Law.

(i)

“Eligible Market” means The New York Stock Exchange, the NYSE American, The Nasdaq Global Select Market, The Nasdaq

Global Market or The Nasdaq Capital Market.

(j)

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(k)

“Exempt Issuance” means the issuance of (a) shares of Common Stock or options restricted stock units, restricted stock,

stock appreciation rights or other equity or equity-based awards to employees, officers, consultants, advisors, or directors of the Company

pursuant to any stock, stock option, equity incentive, employee stock purchase, inducement, employment, consulting, director compensation

or other similar plan, agreement or arrangement duly adopted for such purpose, by a majority of the non-employee members of the Board

or a majority of the members of a committee of non-employee directors established for such purpose or otherwise approved in accordance

with applicable Principal Market rules, (b) securities exercisable or exchangeable for, or convertible into, shares of Common Stock issued

and outstanding on the date hereof, provided that such securities have not been amended since the date hereof to increase the number

of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection

with stock splits or combinations) or to extend the term of such securities, (c) securities issued pursuant to mergers, acquisitions,

business combinations, joint ventures, license arrangements, strategic alliances, or other strategic transactions approved by a majority

of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined

in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith,

and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries,

an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company

additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities

primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and (d) warrants issued

to placement agents or underwriters in connection with financing approved by the Board .

(l)

“Floor Price” means $0.101, subject to adjustment for reverse and forward stock splits, recapitalizations, and similar

transactions following the date hereof, provided that for purposes hereof, the Floor Price shall be reduced, but never increased, every

six months following the Original Issue Date to equal 20% of the most recent closing price of the Common Stock as of any such date.

(m)

“Fundamental Transaction” shall mean that (i) the Company or any of its Subsidiaries shall, directly or indirectly,

in one or more related transactions, (A) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is

the surviving corporation) any other Person, or (B) the Company, directly or indirectly, effects any sale, lease, license, assignment,

transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions to any

other Person, or (C) directly or indirectly make, or allow any other Person to make, a purchase, tender or exchange offer (whether by

the Company or another Person) that is accepted by the holders of more than 50% of the outstanding shares of voting stock of the Company

(not including any shares of voting stock of the Company held by the Person or Persons making or party to, or associated or affiliated

with the Persons making or party to, such purchase, tender or exchange offer), or (D) the Company, directly or indirectly, in one or

more related transactions, consummate a stock or share exchange agreement or other business combination (including, without limitation,

a reorganization, recapitalization, spin-off or scheme of arrangement) with any other Person whereby such other Person acquires more

than 50% of the outstanding shares of voting stock of the Company (not including any shares of voting stock of the Company held by the

other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or

share exchange agreement or other business combination), or (E) the Company reorganizes, recapitalizes or reclassifies the Common Stock,

or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange

Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3

under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding

voting stock of the Company. Notwithstanding the foregoing, the term Fundamental Transaction shall not include the transactions contemplated

by the Merger Agreement.

(n)

“Initial Issuance Date” means the date on which the Preferred Shares are issued.

(o)

“Liquidation Event” means, whether in a single transaction or series of transactions, the voluntary or involuntary

liquidation, dissolution or winding up of the Company or such Subsidiaries the assets of which constitute all or substantially all of

the assets of the business of the Company and its Subsidiaries, taken as a whole. Notwithstanding the foregoing, the term Liquidation

Event shall not include the transactions contemplated by the Merger Agreement.

(p)

“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose

common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent

Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(q)

“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,

an unincorporated organization, any other entity or a government or any department or agency thereof.

(r)

“Principal Market” means the market on which the Common Stock is listed or quoted for trading as of the date in question.

As of the Initial Issuance Date, the Principal Market is the NYSE American, LLC.

(s)

“Required Holders” means holders of at least a majority of the outstanding Preferred Shares.

(t)

“SEC” means the U.S. Securities and Exchange Commission.

(u)

“Securities” means, collectively, the Preferred Shares and the shares of Common Stock issuable upon conversion of

the Preferred Shares.

(v)

“Securities Act” means the Securities Act of 1933, as amended.

(w)

“Stockholder Approval” means (a) such approval as may be required by the applicable rules and regulations of the NYSE

American, LLC (or any successor entity) from the stockholders of the Company with respect to issuance of all of the Conversion Shares

upon the conversion of the Preferred Shares, and (b) approval for the Company to file the Charter Amendment.

(x)

“Stockholder Approval Date” means the first Trading Day following the Company’s notice to the Holders of Stockholder

Approval, which notice shall be provided within two Trading Days of the Company’s receipt of Stockholder Approval. Notwithstanding

anything to the contrary, such notice shall be deemed to be given by a public filing with the SEC disclosing the effectiveness of the

Stockholder Approval.

(y)

“Subsidiary” means any subsidiary of the Company and shall, where applicable, also include any direct or indirect

subsidiary of the Company formed or acquired after the date hereof.

(z)

“Successor Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting

from or surviving any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent Entity) with which

such Fundamental Transaction shall have been entered into.

(aa)

“Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market

is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the

Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled

to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final

hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on

such exchange or market, then during the hour ending at 4:00 p.m., New York, New York time) unless such day is otherwise designated as

a Trading Day in writing by the Required Holders.

(bb)

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for

trading on the date in question: the NYSE American, the New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market,

the Nasdaq Global Select Market, or any market operated by OTC Markets (or any successors to any of the foregoing).

[signature

page follows]

WITNESS WHEREOF, the Company has caused this Certificate of Designations of Volato Group, Inc. to be signed by its Chief Executive Officer

on this 11th day of September, 2026.

Volato

Group, Inc.

Name:

Matthew Liotta

Title:

Chief Executive Officer

Signature Page to Certificate of Designations

EXHIBIT

VOLATO

GROUP, INC.

CONVERSION

NOTICE

Reference

is made to the Certificate of Designations, Preferences and Rights of the Series A-1 Convertible Preferred Stock of Volato Group, Inc.

(the “Certificate of Designations”). In accordance with and pursuant to the Certificate of Designations, the undersigned

hereby elects to convert the number of shares of Series A-1 Convertible Preferred Stock, $0.0001 par value per share (the “Preferred

Shares”), of Volato Group, Inc., a Delaware corporation (the “Company”), indicated below into shares of

common stock, $0.0001 par value per share (the “Common Stock”), of the Company, as of the date specified below.

Date

of Conversion:

Number

of Preferred Shares to be converted:

Tax

ID Number (If applicable):

Conversion

Price:

Number

of shares of Common Stock to be issued: ___________________

Please

issue the shares of Common Stock into which the Preferred Shares are being converted in the following name and to the following address:

Issue

to: _________________________________________

_________________________________________

Address:

_________________________________________

Telephone

Number: ________________________________

address: _________________________________

Holder:

__________________________________________

By:

_____________________________________________

Title:

___________________________________________

Dated:_____________________________

Account

Number (if electronic book entry transfer): __________________________________

Transaction

Code Number (if electronic book entry transfer): __________________________

Exhibit I- 1

EX-4.1

Filename: ex4-1.htm · Sequence: 5

Exhibit 4.1

CONVERTIBLE

NOTE

NEITHER

THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR

THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN

EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT

TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE

FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED

BY THE SECURITIES.

Original

Principal Amount: $7,500,000.00

Issuance Date: September 11, 2026

VOLATO

GROUP, INC.

10%

ORIGINAL ISSUE DISCOUNT

SENIOR

UNSECURED Convertible Promissory Note

duE

SEPTEMBER 11, 2027

FOR

VALUE RECEIVED, Volato Group, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order

of JAK Opportunities IX LLC, or its registered assigns (the “Holder”), the amount set out above as the Original Principal

Amount (or such lesser amount as reduced pursuant to the terms hereof pursuant to repayment, redemption, conversion or otherwise, the

“Principal”) and the Payment Premium (as defined below), as applicable, in each case when due, and to pay interest

(“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set out

above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity

Date (as defined below) or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). Certain

capitalized terms used herein are defined in Section (13). The Issuance Date is the date of the first issuance of this 10% Original Issue

Discount Senior Unsecured Convertible Promissory Note (as amended, amended and restated, extended, supplemented or otherwise modified

in writing from time to time, this “Note”) regardless of the number of transfers and regardless of the number of instruments,

which may be issued to evidence such Note.

This

Note is being issued pursuant to Section 1 of the Securities Purchase Agreement, dated as of December 4, 2024 (as may be amended, amended

and restated, extended, supplemented or otherwise modified in writing from time to time, the “NPA”), between the Company

and JAK Opportunities IX LLC, as the investor. This Note may be repaid in accordance with the terms of the NPA. The Holder also has the

option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company

one or more Conversion Notices in accordance with Section (3) of this Note.

(1) GENERAL

TERMS.

(a) Maturity

Date. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued

and unpaid Interest, and any other amounts outstanding pursuant to the terms of this Note. The “Maturity Date” shall

be September 11, 2027, as may be extended at the option of the Holder. Other than as specifically permitted by this Note, the Company

may not prepay or redeem any portion of the outstanding Principal and accrued and unpaid Interest.

(b) Interest

Rate and Payment of Interest. Interest shall accrue on the outstanding Principal balance hereof at an annual rate equal to 4% (“Interest

Rate”), which Interest Rate shall increase to an annual rate of 18% upon the occurrence of an Event of Default (as defined

below) (for so long as such event remains uncured). Interest shall be calculated based on a 365-day year and the actual number of days

elapsed, to the extent permitted by applicable law. On the first Trading Day of each fiscal quarter (each, an “Interest Date”),

any accrued and unpaid Interest shall, at the Company’s option, either be (i) paid in cash to the Holder or paid-in-kind in shares

of Common Stock to the Holder (each, an “Interest Payment”), subject to the Company’s satisfaction of the Equity

Conditions (as defined below), or (ii) compound and become additional Principal outstanding hereunder as of such Interest Date (each,

a “Quarterly Compounding”). The Company may elect to effect an Interest Payment with respect to an Interest Date by

delivering to the Holder a written notice (each, an “Interest Election Notice”) on or prior to the fifth (5th)

Trading Day immediately prior to such applicable Interest Date (the “Interest Election Deadline”) electing to pay

such Interest, in whole, or in part, in cash or in shares of Common Stock as specified in such Interest Election Notice. If the Company

fails to deliver an Interest Election Notice to the Holder on or prior to the applicable Interest Election Deadline (or such Interest

Election Notice elects only in part, to pay such Interest in cash or in shares of Common Stock), such Interest (or such unpaid portion

of Interest on such Interest Date, as applicable) shall be subject to Quarterly Compounding on such Interest Date.

Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event has occurred,

then the Company shall make monthly payments beginning on the seventh (7th) Trading Day after the Amortization Event Date

and continuing on the same day of each successive Calendar Month until the entire outstanding Principal amount shall have been repaid.

Each monthly payment shall be in an amount equal to the sum of (i) one sixth of the aggregate Principal outstanding for this Note and

all Other Notes (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect

of such Amortization Principal Amount, and (iii) accrued and unpaid Interest hereunder as of each payment date. The obligation of the

Company to make monthly prepayments related to an Amortization Event shall cease (with respect to any payment that has not yet come due)

if any time after the Amortization Event Date (A) in the event of a Floor Price Event, on the date that is the fifth (5th)

consecutive Trading Day that the daily VWAP is greater than 110% of the Floor Price then in effect, (B) in the event of an Exchange Cap

Event (as defined below), the date on which the Company has obtained Shareholder Approval to increase the number of shares of Common

Stock under the Exchange Cap (as defined below) and/or the Exchange Cap no longer applies, or (C) in the event of a Registration Event,

the condition or event causing the Registration Event has been cured or the Holder is able to resell the shares of Common Stock issuable

upon conversion of this Note in accordance with Rule 144 under the Securities Act, unless a subsequent Amortization Event occurs.

(d) Optional

Redemption. The Company at its option shall have the right, but not the obligation, to redeem (“Optional Redemption”)

early a portion or all amounts outstanding under this Note as described in this Section; provided that the Company provides the

Holder with written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption after the

close of regular trading hours on a Trading Day. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance

of the Note to be redeemed and the Redemption Amount. The “Redemption Amount” shall be an amount equal to the outstanding

Principal balance being redeemed by the Company, plus the Payment Premium in respect of such Principal amount, plus all accrued and unpaid

interest, if any, on such Principal amount. After receipt of a Redemption Notice, the Holder shall have twenty (20) Trading Days (beginning

with the Trading Day immediately following the date of such Redemption Notice) to elect to convert all or any portion of the Note. On

the thirtieth (30th) Trading Day after the applicable Redemption Notice, the Company shall deliver to the Holder the Redemption

Amount with respect to the Principal amount redeemed to the extent not converted and otherwise after giving effect to conversions or

other payments made during the thirty (30) Trading Day period.

(e) Payment

Dates. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be

made on the next succeeding Business Day.

(f) Rank.

All payments due under this Note (a) shall rank pari passu with all Other Notes, (b) shall be junior to (i) all Indebtedness created

under that certain Pre-Delivery Payment Agreement dated as of October 5, 2022, by and between Volato, Inc., a wholly owned Subsidiary

of the Company organized under the laws of the State of Georgia, and SAC LEASING V280, LLC, a Delaware limited liability company (as

amended, restated, supplemented or otherwise modified from time to time), as secured by the assets set forth on Schedule F(i) of the

NPA, and (ii) all Indebtedness and security interests related to the Settlement Agreement, as secured by the assets set forth on Schedule

F(ii) of the NPA, and (c) shall be senior to all other Indebtedness of the Company and its Subsidiaries.

(2) EVENTS

OF DEFAULT.

(a) An

“Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it

shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,

rule or regulation of any administrative or governmental body) shall have occurred:

(i) the

Company fails to pay to the Holder any amount of Principal, Redemption Amount, Event of Default Redemption Amount (as defined below),

Payment Premium, Interest, or other amounts when and as due under this Note or any other Transaction Document within five (5) Trading

Days after receiving written notice from the Holder that such payment is due;

(ii) the

Company or any Subsidiary of the Company commences, or there is commenced against the Company or any Subsidiary of the Company any proceeding

under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any Subsidiary

of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,

insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect relating to the Company or any Subsidiary

of the Company, any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or

the Company or any Subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any

such case or proceeding is entered; or the Company or any Subsidiary of the Company suffers any appointment of any custodian, private

or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for

a period of sixty one (61) days; or the Company or any Subsidiary of the Company makes a general assignment of all or substantially all

of its assets for the benefit of creditors; or the Company or any Subsidiary of the Company fails to pay, or states that it is unable

to pay, or is unable to pay, its debts generally as they become due; or the Company or any Subsidiary of the Company calls a meeting

of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any Subsidiary of

the Company, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing; or

any corporate or other action is taken by the Company or any Subsidiary of the Company for the purpose of effecting any of the foregoing;

(iii) the

Company or any Subsidiary of the Company defaults, in any of its obligations under any note debenture, or any mortgage, credit agreement

or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may

be secured or evidenced any Indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the

Company or any Subsidiary of the Company in an amount exceeding $500,000, whether such Indebtedness now exists or is hereafter created

and such default is not cured within the time prescribed by the documents governing such Indebtedness or if no time is prescribed, within

ten (10) Trading Days, and as a result, such Indebtedness becomes or is declared due and payable;

(iv) a

final judgment or judgments (excluding judgments for current litigation set forth on the disclosure schedules of the NPA) for the payment

of money aggregating in excess of $100,000 are rendered against the Company and/or any of its Subsidiaries and which judgments are not,

within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed pending appeal, or are not discharged within thirty

(30) days after the expiration of such stay; provided, however, any judgment which is covered by insurance or an indemnity from a credit

worthy party shall not be included in calculating the $100,000 amount set forth above so long as the Company provides the Holder a written

statement from such insurer or indemnity provider (which written statement shall be reasonably satisfactory to the Holder) to the effect

that such judgment is covered by insurance or an indemnity and the Company or such Subsidiary (as the case may be) will receive the proceeds

of such insurance or indemnity within thirty (30) days of the issuance of such judgment;

(v) the

Common Stock shall cease to be quoted or listed for trading, as applicable, on any Primary Market for a period of ten (10) consecutive

Trading Days;

(vi) the

Company or any Subsidiary of the Company is or becomes a party to any Change of Control Transaction (as defined in Section (13)) unless

in connection with such Change of Control Transaction this Note is redeemed;

(vii) the

Company (A) fails to deliver the required number of shares of Common Stock to the Holder within one (1) Trading Day after the applicable

Share Delivery Date (as defined below), (B) provides notice, written or oral, to any holder of this Note, including by way of public

announcement, at any time, of its intention not to comply with a request for conversion of any Note into Common Stock that is tendered

in accordance with the provisions of this Note or (C) fails to remove restrictive legends from any shares of Common Stock issued or to

be issued to the Holder upon conversion of any Notes, subject to the Holder providing customary representations and other documentation,

if any, as reasonably requested by the Company, its counsel or Transfer Agent, within two (2) Trading Days following the delivery by

the Holder to the Company or the Transfer Agent of all such documentation;

(viii) the

Company fails for any reason to deliver the payment in cash pursuant to a Buy-In (as defined herein) within five (5) Business Days after

such payment is due;

(ix) the

Company fails to timely file with the Commission any Periodic Report on or before the due date of such filing as established by the Commission,

it being understood, for the avoidance of doubt, that due date includes any permitted filing deadline extension under Rule 12b-25 under

the Exchange Act;

(x) any

material representation or warranty made or deemed to be made by or on behalf of the Company in or in connection with any Transaction

Document, or any waiver hereunder or thereunder, is proven to have been incorrect in any material respect (or, in the case of any such

representation or warranty already qualified by materiality, such representation or warranty shall prove to have been incorrect) when

made or deemed made;

(xi) any

material provision of any Transaction Document, at any time after its execution and delivery and for any reason other than as expressly

permitted hereunder or thereunder, ceases to be in full force and effect; or the Company or any other Person contests in writing the

validity or enforceability of any provision of any Transaction Document; or the Company denies in writing that it has any or further

liability or obligation under any Transaction Document, or purports in writing to revoke, terminate (other than pursuant to the relevant

termination provisions) or rescind any Transaction Document;

(xii) the

Company uses the proceeds of the issuance of this Note and/or the Other Notes, whether directly or indirectly, and whether immediately,

incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulations T, U and X of the Federal Reserve Board,

as in effect from time to time and all official rulings and interpretations thereunder or thereof), or to extend credit to others for

the purpose of purchasing or carrying margin stock or to refund Indebtedness originally incurred for such purpose;

(xiii) any

Event of Default (as defined in the Other Notes or in any Transaction Document other than this Note) occurs with respect to any Other

Notes, or any breach of any material term of any other debenture, note, or instrument held by the Holder with respect to the Company

or any agreement between or among the Company and the Holder;

(xiv) the

Company fails to observe or perform any material covenant, agreement or warranty contained in, or otherwise commits any material breach

or default of any provision of this Note (except as may be covered by Section (2)(a)(i) through (2)(a)(xiii) hereof) or any other Transaction

Document, which is not cured or remedied within the time prescribed or if no time is prescribed within ten (10) Business Days;

(xv) the

electronic transfer by the Company of shares of Common Stock through the DTC (as defined below) or another established clearing corporation

is no longer available or is subject to a “chill” for a period of five (5) Trading Days;

(xvi) the

Company provides a materially false or inaccurate certification that either (A) the Equity Conditions are satisfied, (B) there has been

no Equity Conditions Failure or (C) as to whether any Event of Default has occurred; or

(xvii) [Reserved].

(b) Upon

the occurrence of an Event of Default with respect to this Note (or any Other Note), the Company shall, within one (1) Business Day deliver

written notice thereof via electronic mail and overnight courier to the Holder (an “Event of Default Notice”). At

any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default,

the Holder may either (i) convert all or any portion of this Note by delivering a Conversion Notice to the Company pursuant to the procedure

set forth in Section (3), at a price equal to the Event of Default Conversion Price, or (ii) require the Company to redeem (regardless

of whether such Event of Default has been cured) all or any portion of this Note by delivering written notice thereof (the “Event

of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this

Note the Holder is electing to redeem. Each portion of this Note subject to redemption or conversion by the Company pursuant to this

Section (2)(b) shall be redeemed or converted by the Company at a price equal to the Conversion Amount to be redeemed, plus the Payment

Premium in respect of such Conversion Amount, plus all accrued and unpaid interest, if any on such Conversion Amount (the “Event

of Default Redemption Amount”). Redemptions required by this Section (2)(b) shall be made in accordance with the provisions

of Section (1)(d) (with “Event of Default Redemption Amount” replacing “Redemption Amount” for all purposes hereunder).

Conversions required to be made by this Section (2)(b) shall be made in accordance with the provisions of Section (3). Notwithstanding

anything to the contrary in this Section (2)(b), but subject to the limitations set out in Section (3)(c)(i) and Section (3)(c)(ii),

until the Event of Default Redemption Amount is paid in full, the Conversion Amount submitted for redemption under this Section (2)(b)

(together with any interest and other amounts owing in respect thereof) may be converted, in whole or in part, by the Holder into shares

of Common Stock pursuant to the terms of this Note.

anything to the contrary in Section (2)(b), in the event that the Event of Default Conversion Price is lower than the Floor Price then

in effect, (i) the Event of Default Conversion Price shall be equal to the Floor Price then in effect, and (ii) the outstanding Principal

amount shall increase by an amount equal to the product of (A) the difference between (w) the Event of Default Redemption Amount divided

by the Floor Price then in effect and (x) the Event of Default Redemption Amount divided by the Event of Default Conversion Price, and

(B) the difference between (y) the Floor Price then in effect and (z) the Event of Default Conversion Price.

(d) In

the event of the Company’s redemption of any portion of this Note under this Section (2), the Holder’s damages would be uncertain

and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability

of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section (2) is intended

by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and

not as a penalty. Any redemption of this Note upon an Event of Default shall not constitute an election of remedies by the Holder, and

all other rights and remedies of the Holder shall be preserved. To the extent that any notice provided hereunder constitutes, or contains,

material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice

with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note at any time during

an Event of Default until fully converted or repaid, including following the Maturity Date, except as may otherwise be expressly set

forth herein.

(3) CONVERSION

OF NOTE. This Note shall be convertible into shares of Common Stock, on the terms and conditions set forth in this Section (3).

(a) Conversion

Right. Subject to the limitations of Section (3)(c), at any time or times on or after the Issuance Date, the Holder shall be entitled

to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock in accordance

with Section (3)(b), at the Conversion Price. The number of shares of Common Stock issuable upon conversion of any Conversion Amount

pursuant to this Section (3)(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price. The Company shall

not issue any fraction of a share of Common Stock upon any conversion. All calculations under this Section (3) shall be rounded to the

nearest $0.0001. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such

a fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes

that may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount.

(b) Mechanics

of Conversion.

(i) Optional

Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the

Holder shall (A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy

of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the

Company and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery

to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its

loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice

(the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates of Common

Stock and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated

Securities Transfer (“FAST”) Program, credit such aggregate number of shares of Common Stock to which the Holder shall

be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system

or (Y) if the Transfer Agent is not participating in FAST, issue and deliver to the address as specified in the Conversion Notice, a

certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall

be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission.

If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion

of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than two (2) Business Days

after receipt of this Note and at its own expense, issue and deliver to the Holder a new Note representing the outstanding Principal

not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be

treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

(ii) Company’s

Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery

Date, if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the

number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share

register or, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s designee

with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note (as

the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the

Company shall pay in cash to the Holder on each day after such Share Delivery Date that the issuance of such shares of Common Stock is

not timely effected an amount equal to 1.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder

on or prior to the Share Delivery Date and to which the Holder is entitled, multiplied by (B) any VWAP of the Common Stock of any Trading

Day (as selected by the Holder in writing) during the period beginning on the applicable Conversion Date and ending on the applicable

Share Delivery Date and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain

or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided

that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior

to the date of such notice pursuant to this Section (3)(b)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share

Delivery Date if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee)

a certificate and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating

in FAST, the Transfer Agent shall fail to credit the balance account of the Holder or the Holder’s designee with DTC for the number

of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s

obligation pursuant to clause (II) below, and if on or after such Share Delivery Date the Holder acquires (in an open market transaction,

stock loan or otherwise) shares of Common Stock corresponding to all or any portion of the number of shares of Common Stock issuable

upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with

such Conversion Failure (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company

shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s discretion, either: (I) pay

cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, stock loan costs and

other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other Person

in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so

issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder or such Holder’s

designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion

hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its obligation to so

issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account

of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder

is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess

(if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the lowest VWAP of the Common

Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such

issuance and payment under this clause (II). Nothing shall limit the Holder’s right to pursue any other remedies available to it

hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect

to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such

shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof.

(iii) Book-Entry.

Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof,

the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by

this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a

Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain

records showing the Principal and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory

to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

on Conversions.

(i) Beneficial

Ownership. The Holder shall not have the right to convert any portion of this Note to the extent that after giving effect to such

conversion, the Holder, together with the Holder’s Affiliates (as defined below), and any other Persons acting as a group together

with the Holder or any of the Holder’s Affiliates, would beneficially own (as determined in accordance with Section 13(d) of the

Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding immediately

after giving effect to such conversion or receipt of shares as payment of interest (the “Beneficial Ownership Limitation”).

The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section (3)(c),

provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately

after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership

Limitation provisions of this Section (3)(c) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be

effective until the sixty-first day after such notice is delivered to the Company. Since the Holder will not be obligated to report to

the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would

result in the issuance of shares of Common Stock in excess of the Beneficial Ownership Limitation without regard to any other shares

which may be beneficially owned by the Holder or an Affiliate thereof, the Holder shall have the authority and obligation to determine

whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines

that the limitation contained in this Section applies, the determination of which portion of the Principal amount of this Note is convertible

shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a Principal amount of this

Note that, without regard to any other shares that the Holder or its Affiliates may beneficially own, would result in the issuance in

excess of the Beneficial Ownership Limitation, the Company shall notify the Holder of this fact and shall honor the conversion for the

maximum Principal amount permitted to be converted on such Conversion Date in accordance with Section (3)(a) and, any Principal amount

tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Note. The provisions of this

Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than sixty-one (61) days prior notice

to the Company. Other Holders shall be unaffected by any such waiver.

(ii) Primary

Market Limitation. Notwithstanding anything in this Note to the contrary, the Company shall not issue any shares of Common Stock

upon conversion of this Note or the Other Notes, or otherwise, if the issuance of such shares of Common Stock, together with any other

related transactions that may be considered part of the same series of transactions, would exceed the aggregate number shares of Common

Stock that the Company may issue in a transaction in compliance with the Company’s obligations under the rules or regulations of

the NYSE American LLC (“NYSE American”) and shall be referred to as the “Exchange Cap,” except

that such limitation shall not apply if the Company’s has obtained Shareholder Approval.

(d) Other

Provisions.

(i) So

long as this Note or any Other Notes remain outstanding, the Company shall have reserved from its duly authorized shares of capital stock,

and shall have instructed its Transfer Agent to irrevocably reserve, the maximum number of shares of Common Stock issuable upon conversion

of this Note and the Other Notes (assuming for purposes hereof that (x) this Note and such Other Notes are convertible at the Floor Price

as of the date of determination and (y) any such conversion shall not take into account any limitations on the conversion of the Note

or Other Notes set forth herein or therein) (the “Required Reserve Amount”), provided that at no time shall the number

of shares of Common Stock reserved pursuant to this Section (3)(d)(ii) be reduced other than pursuant to the conversion of this Note

and the Other Notes in accordance with their terms, and/or cancellation, or reverse stock split. If at any time while this Note or any

Other Notes remain outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to

satisfy the obligation to reserve for issuance the Required Reserve Amount, the Company will promptly take all corporate action necessary

to hold a meeting of its stockholders to consider a proposal to increase of its authorized shares of capital stock necessary to meet

the Company’s obligations pursuant to this Note, and cause its board of directors to recommend to the stockholders that they approve

such proposal. The Company covenants that, upon issuance in accordance with the conversion of this Note in accordance with its terms,

the shares of Common Stock, when issued, will be validly issued, fully paid and nonassessable.

(ii) Nothing

herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section (2) herein for

the Company’s failure to deliver certificates representing or credit the Holder’s balance account with DTC for shares of

Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available

to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief, in each case without

the need to post a bond or provide other security. The exercise of any such rights shall not prohibit the Holder from seeking to enforce

damages pursuant to any other Section hereof or under applicable law.

(iii) Legal

Opinions. The Company is obligated to cause its legal counsel to deliver legal opinions to the Transfer Agent in connection with

any legend removal upon the expiration of any holding period or other requirement for which the Underlying Shares may bear legends restricting

the transfer thereof. To the extent that a legal opinion is not provided (either timely or at all), then, in addition to being an Event

of Default hereunder, the Company agrees to reimburse the Holder for all reasonable costs incurred by the Holder in connection with any

legal opinions paid for by the Holder in connection with the sale or transfer of the Underlying Shares. The Holder shall notify the Company

of any such costs and expenses it incurs that are referred to in this section from time to time and all amounts owed hereunder shall

be paid by the Company with reasonable promptness.

(e) Adjustment

of Conversion Price upon Subdivision or Combination of Common Stock. If the Company, at any time while this Note is outstanding,

shall (a) pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or

equity equivalent securities payable in Common Stock, (b) subdivide outstanding shares of Common Stock into a larger number of shares,

(c) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (d) issue

by reclassification of shares of Common Stock any shares of capital stock of the Company, then each of the Fixed Price, the Floor Price,

the Variable Price, the Conversion Price and the Event of Default Conversion Price shall be multiplied by a fraction of which the numerator

shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator

shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become

effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and

shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(f) Adjustment

of Conversion Price upon Issuance of Common Stock. If the Company, at any time while this Note is outstanding, issues or sells any

shares of Common Stock (other than in connection with the NPA or the SEPA (as defined below)) or Convertible Securities, for a consideration

per share (the “New Issuance Price”) less than a price equal to the Fixed Price in effect immediately prior to such

issue or sale (such price the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately

after such Dilutive Issuance, the Fixed Price then in effect shall be reduced to an amount equal to the New Issuance Price. For the purposes

hereof, if the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of

Common Stock is issuable upon such conversion or exchange or exercise thereof is less than the Applicable Price, then such shares of

Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of

such Convertible Securities for such price per share. No further adjustment of the Conversion Price shall be made upon the actual issuance

of such shares of Common Stock upon conversion or exchange or exercise of such Convertible Securities.

(g) Other

Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental

Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or

in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure

that the Holder will thereafter have the right to receive upon a conversion of this Note, at the Holder’s option, (i) in addition

to the shares of Common Stock receivable upon such conversion, such securities or other assets to which the Holder would have been entitled

with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation of such Corporate

Event (without taking into account any limitations or restrictions on the convertibility of this Note) or (ii) in lieu of the shares

of Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common

Stock in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had

this Note initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a

conversion rate for such consideration commensurate with the Conversion Price. Provision made pursuant to the preceding sentence shall

be in a form and substance satisfactory to the Required Holders. The provisions of this Section shall apply similarly and equally to

successive Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of this Note.

(h) Voluntary

Adjustment by Company. Subject to the rules and regulations of the Primary Market, the Company may at any time during the term of

this Note reduce the then current Conversion Price of this Note and the other Notes to any amount and for any period of time deemed appropriate

by the Board of Directors of the Company.

(i) Whenever

the Conversion Price is adjusted pursuant to Section (3) hereof, the Company shall promptly provide the Holder with a written notice

setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(j) In

case of any (1) merger or consolidation of the Company or any Subsidiary of the Company with or into another Person, or (2) sale by the

Company or any Subsidiary of the Company of more than one-half of the assets of the Company in one or a series of related transactions,

a Holder shall have the right to (A) exercise any rights under Section (3)(b), (B) convert the aggregate amount of this Note then outstanding

into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of shares of Common

Stock following such merger, consolidation or sale, and such Holder shall be entitled upon such event or series of related events to

receive such amount of securities, cash and property as the shares of Common Stock into which such aggregate Principal amount of this

Note could have been converted immediately prior to such merger, consolidation or sales would have been entitled, or (C) in the case

of a merger or consolidation, require the surviving entity to issue to the Holder a convertible Note with a Principal amount equal to

the aggregate Principal amount of this Note then held by such Holder, plus all accrued and unpaid interest and other amounts owing thereon,

which such newly issued convertible Note shall have terms identical (including with respect to conversion) to the terms of this Note,

and shall be entitled to all of the rights and privileges of the Holder of this Note set forth herein and the agreements pursuant to

which this Note was issued. In the case of clause (C), the conversion price applicable for the newly issued shares of convertible preferred

stock or convertible debentures shall be based upon the amount of securities, cash and property that each share of Common Stock would

receive in such transaction and the Conversion Price in effect immediately prior to the effectiveness or closing date for such transaction.

The terms of any such merger, sale or consolidation shall include such terms so as to continue to give the Holder the right to receive

the securities, cash and property set forth in this Section upon any conversion or redemption following such event. This provision shall

similarly apply to successive such events.

(4) REISSUANCE

OF THIS NOTE.

(a) Transfer.

If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and

deliver upon the order of the Holder a new Note (in accordance with Section (4)(d)), registered in the name of the registered transferee

or assignee, representing the outstanding Principal being transferred by the Holder (along with any accrued and unpaid interest thereof)

and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section (4)(d)) to the Holder

representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and

agree that, by reason of the provisions of Section (3)(b)(iii) following conversion or redemption of any portion of this Note, the outstanding

Principal represented by this Note may be less than the Principal stated on the face of this Note.

(b) Lost,

Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction

or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company

in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver

to the Holder a new Note (in accordance with Section (4)(d)) representing the outstanding Principal.

Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office

of the Company, for a new Note or Notes (in accordance with Section (4)(d)) representing in the aggregate the outstanding Principal of

this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time

of such surrender.

(d) Issuance

of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms hereof, such new Note (i) shall be of like

tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the

case of a new Note being issued pursuant to Section 5(4)(a) or Section 5(4)(c), the Principal designated by the Holder which, when added

to the Principal represented by the other new Note issued in connection with such issuance, does not exceed the Principal remaining outstanding

under this Note immediately prior to such issuance of new Note), (iii) shall have an issuance date, as indicated on the face of such

new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall

represent accrued and unpaid Interest from the Issuance Date.

(5) NOTICES.

Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing by

letter and email and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered personally or (ii)

one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed

to the party to receive the same and (B) receipt, when sent by electronic mail. The addresses and e-mail addresses for such communications

shall be:

If to the Company, to:

Volato Group, Inc.

1954 Airport Road, Suite 124

Chamblee, GA 30341

Attn: Matt Liotta, Chief Executive Officer

Telephone: (844) 399-8998

Email: matt.liotta@flyvolato.com

with a copy (which shall not constitute notice) to:

Dykema Gossett PLLC

111 E. Kilbourn Avenue – Suite 1050

Milwaukee, WI 53202

Attn: Kate Bechen, Esq.

Telephone: (414) 488-7333

Email: KBechen@dykema.com

If to the Holder:

JAK Opportunities IX LLC

C/O ATW Partners Opportunities Management, LLC

ONE PENN, 1 Pennsylvania Plaza, Suite 4810

New York, NY 10119

Attn: Antonio Ruiz-Gimenez

Telephone: (646) 975-5548

Email: notice@atwpartners.com,

aruizg@atwpartners.com

with a copy (which shall not constitute notice) to:

Kelley Drye & Warren LLP

3 World Trade Center

175 Greenwich Street

New York, NY 10007

Attn: Michael Adelstein

Telephone: (212) 808-7540

Email: madelstein@kelleydrye.com

at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice

given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given

by the recipient of such notice, consent, waiver or other communication, (ii) electronically generated by the sender’s email service

provider containing the time, date, recipient email address or (iii) provided by a nationally recognized overnight delivery service,

shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service

in accordance with clause (i), (ii) or (iii) above, respectively.

(6) Except

as expressly provided herein, no provision of this Note shall alter or impair the obligations of the Company, which are absolute and

unconditional, to pay the Principal of, interest and other charges (if any) on, this Note at the time, place, and rate, and in the currency,

herein prescribed. This Note is a direct obligation of the Company. As long as this Note is outstanding, the Company shall not and shall

cause its Subsidiaries not to, without the consent of the Holder, (i) amend its certificate of incorporation, bylaws or other charter

documents so as to adversely affect any rights of the Holder; (ii) repay, repurchase or offer to repay, repurchase or otherwise acquire

shares of its Common Stock or other equity securities; (iii) enter into any agreement with respect to any of the foregoing, or (iv) enter

into any agreement, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair

the ability of the Company to perform its obligations under the this Note, including, without limitation, the obligation of the Company

to make cash payments hereunder.

(7) This

Note shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to vote,

to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings

of the Company, except as required by law (including, without limitation, the provisions of the General Corporation Law of the State

of Delaware) and as expressly provided in this Note, unless and to the extent converted into shares of Common Stock in accordance with

the terms hereof.

(8) CHOICE

OF LAW; VENUE; WAIVER OF JURY TRIAL

(a) Governing

Law. This Note and the rights and obligations of the parties hereunder shall, in all respects, be governed by, and construed in accordance

with, the laws (excluding the principles of conflict of laws) of the State of Delaware (the “Governing Jurisdiction”)

(including Title 6, Section 2708 of the Delaware Code), including all matters of construction, validity and performance.

(b) Jurisdiction;

Venue; Service.

(i) The

Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and,

if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing

Jurisdiction.

(ii) The

Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal

jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the

maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract

or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience

of forum.

(iii) Any

suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise,

brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, or any other Transaction

Document, or any contemplated transaction, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file

any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in

a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim,

action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a

counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company agrees that

any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought

by the Company against the Holder in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located

in the Governing Jurisdiction. Furthermore, the Company irrevocably and unconditionally agrees that it will not bring or commence any

suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or

otherwise, against the Holder arising out of or based upon this Note or any matter relating to this Note, or any other Transaction Document,

or any contemplated transaction, in any forum other than the state and federal courts sitting in the City of Wilmington, New Castle County,

State of Delaware, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees

that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such Delaware State

Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment

in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the

judgment or in any other manner provided by law.

(iv) The

Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim,

action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address

provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.

(v) Nothing

herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or

to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.

PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING

TO THIS NOTE, OR ANY OTHER TRANSACTION DOCUMENT, OR ANY CONTEMPLATED TRANSACTION. THE PARTIES ACKNOWLEDGE THAT THIS IS A WAIVER OF A

LEGAL RIGHT AND THAT THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE

CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.

(9) If

the Company fails to strictly comply with the terms of this Note, then the Company shall reimburse the Holder promptly for all fees,

costs and expenses, including, attorneys’ fees and expenses incurred by the Holder in any action in connection with this Note,

including those incurred: (i) during any workout, attempted workout, and/or in connection with the rendering of legal advice as to the

Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to the Holder, (iii) defending or prosecuting

any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation or enforcement of any rights or

remedies of the Holder.

(10) Any

waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach

of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to

any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist

upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.

(11) If

any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision

is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it

shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable

rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants

(to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take

the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all

or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in

force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so)

hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder,

delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though

no such law has been enacted.

(12) DISCLOSURE.

Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company has in good faith

determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its

Subsidiaries, the Company shall within one (1) Business Day after such receipt or delivery publicly disclose such material, nonpublic

information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, non-public

information relating to the Company or its Subsidiaries, the Company so shall indicate to the Holder contemporaneously with delivery

of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice

do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

(13) COVENANTS.

Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with their terms:

(a) Incurrence

of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, incur

or guarantee, assume or suffer to exist any Indebtedness (other than (i) the Indebtedness evidenced by this Note and the Other Notes

and (ii) any other Indebtedness incurred pursuant to the Settlement Agreement, the NPA or the SEPA).

(b) Existence

of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, allow or suffer

to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts

and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other than Permitted

Liens.

Payments and Investments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part,

whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other

than the Notes and the Other Notes and any other Indebtedness incurred pursuant to the SEPA) whether by way of payment in respect of

principal of (or premium, if any) or interest on, such Indebtedness, other than payments made by the Company pursuant to the Settlement

Agreement, if at the time such payment with respect to such Indebtedness is due or is otherwise made or, after giving effect to such

payment, (i) an event constituting an Event of Default has occurred and is continuing or (ii) an event that with the passage of time

and without being cured would constitute an Event of Default has occurred and is continuing. The Company shall not, and the Company shall

cause each of its Subsidiaries to not, directly or indirectly, make any investment other than Permitted Investments.

(d) Restriction

on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or

indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its capital stock.

(e) Restriction

on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights of the Company

or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other than (i) sales,

leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries

in the ordinary course of business consistent with its past practice, (ii) the sale of the GC aviation and/or Gulf Coast Aviation subsidiaries,

and (iii) sales of inventory and product in the ordinary course of business.

(f) Maturity

of Indebtedness. Except as set forth on Schedule F(i) and Schedule F(ii) of the NPA, the Company shall not, and the Company shall

cause each of its Subsidiaries to not, directly or indirectly, permit any Indebtedness of the Company or any of its Subsidiaries to mature

or accelerate prior to the Maturity Date.

(g) Preservation

of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence,

rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing

in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes

such qualification necessary.

(h) Maintenance

of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of

its properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear

and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases to which

it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.

(i) Maintenance

of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary or advisable to

maintain all of the Intellectual Property Rights (as provided in Section 3(x) of the NPA) of the Company and/or any of its Subsidiaries

that are necessary or material to the conduct of its business in full force and effect.

(j) Maintenance

of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable

insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption

insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering

such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally in accordance

with sound business practice by companies in similar businesses similarly situated.

(k) Transactions

with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a party to,

any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of

property or assets of any kind or the rendering of services of any kind) with any director, officer or other Affiliate, except transactions

in the ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent

operation of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in

a comparable arm’s length transaction with a Person that is not an Affiliate thereof.

(l) Restricted

Issuances. The Company shall not, directly or indirectly, without the prior written consent of the Required Holders, (i) issue any

notes (other than as contemplated by this Note, the NPA, or the Other Notes) or (ii) issue any other securities that would cause a breach

or default under this Note or the Other Notes, provided that issuances by the Company of its securities pursuant to the 2023 Stock Incentive

Plan and the Settlement Agreement shall be permitted.

(m) Financial

Covenants; Announcement of Operating Results.

(i) The

Company shall maintain, as of the end of each Fiscal Quarter (and/or Fiscal Year, as applicable) a balance of Available Cash in an aggregate

amount equal to or exceed $500,000 (the “Financial Test”).

(ii) Operating

Results Announcement. Commencing on the Issuance Date, the Company shall publicly disclose and disseminate (such date, the “Announcement

Date”), if the Financial Test fails to be satisfied (each such failure, a “Financial Covenant Failure”),

a statement to that effect no later than the tenth (10th) day after the end of such Fiscal Quarter or Fiscal Year, as applicable,

and such announcement shall include a statement to the effect that a Financial Covenant Failure by the Company exists (or does not exist,

as applicable) for such Fiscal Quarter. On the Announcement Date, the Company shall also provide to the Holder a certification, executed

on behalf of the Company by the Chief Financial Officer of the Company, certifying that the Company satisfied the Financial Test for

such Fiscal Quarter or Fiscal Year, as applicable, if that is the case. If a Financial Covenant Failure by the Company exists for a Fiscal

Quarter, on or prior to the Announcement Date, the Company shall provide to the Holders a written certification, executed on behalf of

the Company by the Chief Financial Officer of the Company, certifying that a Financial Covenant Failure exists for such Fiscal Quarter

or Fiscal Year, as applicable (a “Financial Covenant Event Notice”). Concurrently with the delivery of each Financial

Covenant Event Notice to the Holders, the Company shall also make publicly available (as part of a Quarterly Report on Form 10-Q, Annual

Report on Form 10-K or on a Current Report on Form 8-K, or otherwise) the Financial Covenant Event Notice and the fact that an Event

of Default has occurred under the Notes.

(n) PCAOB

Registered Auditor. At all times any Notes remain outstanding, the Company shall have engaged an independent auditor to audit its

financial statements that is registered with (and in compliance with the rules and regulations of) the Public Company Accounting Oversight

Board.

(o) Stay,

Extension and Usury Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time insist upon,

plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever

enacted or in force) that may affect the covenants or the performance of this Note; and (B) expressly waives all benefits or advantages

of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to

the Holder by this Note, but will suffer and permit the execution of every such power as though no such law has been enacted.

(p) Taxes.

The Company and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever (together with any related

interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective assets or upon

their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising therefrom (except

where the failure to pay would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries).

The Company and its Subsidiaries shall file on or before the due date therefor all personal property tax returns (except where the failure

to file would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries). Notwithstanding

the foregoing, the Company and its Subsidiaries may contest, in good faith and by appropriate proceedings, taxes for which they maintain

adequate reserves therefor in accordance with GAAP.

(q) Independent

Investigation. If there is a continued Event of Default for a period of forty-five (45) days, at the request of the Holder, the Company

shall hire an independent, reputable investment bank selected by the Company and approved by the Holder (such approval not to be unreasonably

withheld, conditioned or delayed) to investigate as to whether any breach of this Note has occurred (the “Independent Investigator”).

If the Independent Investigator determines that such breach of this Note has occurred, the Independent Investigator shall notify the

Company of such breach and the Company shall deliver written notice to each Holder of a Note of such breach. In connection with such

investigation, the Independent Investigator may, during normal business hours, inspect all contracts, books, records, personnel, offices

and other facilities and properties of the Company and its Subsidiaries as the Independent Investigator determines are reasonably necessary

to its investigation.

The

Company shall furnish the Independent Investigator with such financial and operating data and other information with respect to the business

and properties of the Company as the Independent Investigator may reasonably request. The Company shall permit the Independent Investigator

to discuss the affairs, finances and accounts of the Company with, and to make proposals and furnish advice with respect thereto to,

the Company’s officers, directors, key employees and independent public accountants or any of them (and by this provision the Company

authorizes said accountants to discuss with such Independent Investigator the finances and affairs of the Company and any Subsidiaries),

all at such reasonable times, upon reasonable notice, and as often as may be reasonably requested.

(14) DISTRIBUTION

OF ASSETS. In addition to any adjustments pursuant to Sections (2) and (3), if the Company shall declare or make any dividend or other

distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital

or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,

spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”),

then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon

complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and

assuming for such purpose that the Note was converted at the Event of Default Conversion Price as of the applicable record date) immediately

prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders

of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate

in any such Distribution would result in the Holder, together with any Affiliate thereof, exceeding the Beneficial Ownership Limitation,

then the Holder shall not be entitled to participate in such Distribution to the extent of the Beneficial Ownership Limitation (and shall

not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to

the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such

time or times, if ever, as its right thereto would not result in the Holder, together with any Affiliate thereof, exceeding the Beneficial

Ownership Limitation, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on

such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such

limitation).

(15) AMENDING

THE TERMS OF THIS NOTE. Except for Section (3)(c), which may not be amended, modified or waived by the parties hereto, the prior written

consent of the Required Holders shall be required for any change, waiver or amendment to this Note. Any amendment, modification or waiver

so approved shall be binding upon all existing and future holders of this Note and any Other Notes; provided, however, that no such change,

waiver or, as applied to any of the Notes held by any particular holder of Notes, shall, without the written consent of that particular

Holder (i) disproportionally and adversely affect any rights under the Notes of any holder of Notes; or (ii) modify any of the provisions

of, or impair the right of any holder of Notes under, this Section (15).

(16) CERTAIN

DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:

(a) “Affiliate”

shall mean any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common

control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

(b) “Amortization

Event” shall mean (i) the daily VWAP is less than the Floor Price then in effect for three (3) Trading Days during a period

of five (5) consecutive Trading Days (a “Floor Price Event”), (ii) the Company’s failure to obtain Shareholder

Approval within seventy-five (75) days after the date hereof (an “Exchange Cap Event”), or (iii) the Company is in

material breach of the Registration Rights Agreement, and such breach remains uncured for a period of twenty (20) Trading Days, or the

occurrence of an Event (as defined in the Registration Rights Agreement) (a “Registration Event”) (the last such day

of each such occurrence, a “Amortization Event Date”).

Date” shall have the meaning set forth in Section (13)(n)(ii).

(d) “Amortization

Principal Amount” shall have the meaning set forth in Section (1)(c).

(e) “Applicable

Price” shall have the meaning set forth in Section (3)(f).

(f) “Available

Cash” means, with respect to any date of determination, an amount equal to the aggregate amount of the Cash of the Company

and its Subsidiaries (excluding for this purpose cash held in restricted accounts (other than cash otherwise unavailable for unrestricted

use by the Company or any of its Subsidiaries for any reason) as of such date of determination held in bank accounts of financial banking

institutions in the United States of America).

(g) “Beneficial

Ownership Limitation” shall have the meaning set forth in Section (3)(c)(i).

(h) “Bloomberg”

means Bloomberg Financial Markets.

(i) “Business

Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day

on which the Federal Reserve Bank of New York is closed and/or the Primary Market is not open for at least five (5) hours of trading.

(j) “Buy-In”

shall have the meaning set forth in Section (3)(b)(ii).

(k) “Buy-In

Price” shall have the meaning set forth in Section (3)(b)(ii).

(l) “Calendar

Month” means one of the months as named in the calendar.

(m) “Change

of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual or legal entity or

“group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal

or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting

power of the Company (except that the acquisition of voting securities by the Holder or any other current holder of Convertible Securities

of the Company shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at one time or over time

of more than one-half of the members of the board of directors of the Company (other than as due to the death or disability of a member

of the board of directors) which is not approved by a majority of those individuals who are members of the board of directors on the

date hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of

directors was approved by a majority of the members of the board of directors who are members on the date hereof), (c) the merger, consolidation

or sale of fifty percent (50%) or more of the assets of the Company or any Subsidiary of the Company in one or a series of related transactions

with or into another entity, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound,

providing for any of the events set forth above in (a), (b) or (c). No transfer to a wholly-owned Subsidiary shall be deemed a Change

of Control Transaction under this provision.

(n) “Closing

Price” means the price per share in the last reported trade of the shares of Common Stock on a Primary Market or on the exchange

which the shares of Common Stock are then listed as quoted by Bloomberg.

(o) “Commission”

means the Securities and Exchange Commission.

(p) “Common

Stock” means (i) the Company’s shares of Class A common stock, $0.0001 par value per share, and (ii) any capital stock

for which such Class A common stock shall have been exchanged or any shares of capital stock resulting from a reclassification by the

Company of such Class A common stock.

(q) “Company”

shall have the meaning set forth in the recital to this Note.

(r) “Conversion

Amount” means the portion of the Principal, Interest, or other amounts outstanding under this Note to be converted, redeemed

or otherwise with respect to which this determination is being made.

(s) “Conversion

Date” shall have the meaning set forth in Section (3)(b)(i).

(t) “Conversion

Failure” shall have the meaning set forth in Section (3)(b)(ii).

(u)

“Conversion Notice” shall have the meaning set forth in Section (3)(b)(i).

(v) “Conversion Price”

shall initially mean, as of any Conversion Date or other date of determination, $0.10 (the “Fixed Price”). Beginning

on the three- (3) month anniversary of the Issuance Date and on the same day of each third month thereafter (each, a “Fixed

Price Reset Date”), the Conversion Price shall be adjusted (downwards only) to the lower of (i) the then effective Conversion

Price or (ii) 90% of the lowest daily VWAP during the 10 consecutive Trading Days immediately prior to such Fixed Price Reset Date (the

“Variable Price”), but which Variable Price shall not be lower than the Floor Price then in effect. The Conversion

Price shall be adjusted from time to time pursuant to the other terms and conditions of this Note; provided that the Conversion Price

shall not be lower than the Floor Price then in effect. Notwithstanding anything to the contrary herein, on any Trading Day on which

the aggregate trading value of the Common Stock (as reported on Bloomberg) on the Primary Market is equal to or greater than $250,000.00

between 4:30 a.m. and any time by 11 a.m., New York time, , the Conversion Price on such Trading Day (and only for such Trading Day)

shall be temporarily adjusted to the lowest of (i) the Variable Price, (ii) the lowest price traded on such Trading Day until 11 a.m.,

New York time, subject to the Floor Price then in effect or (iii) the then effective Conversion Price.

(w) “Convertible

Securities” means any stock or securities directly or indirectly convertible into or exercisable or exchangeable for shares

of Common Stock.

(x) “Corporate

Event” shall have the meaning set forth in Section (3)(g).

(y) “Current

Public Information Failure” means either (x) the Company fails for any reason to satisfy the requirements of Rule 144(c)(1)

of the 1933 Act, including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) of

the 1933 Act or (y) the Company has ever been an issuer described in Rule 144(i)(1)(i) of the 1933 Act or becomes such an issuer in the

future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) of the 1933 Act.

(z) “Dilutive

Issuance” shall have the meaning set forth in Section (3)(f).

(aa)

“Distributions” shall have the meaning set forth in the Section (14).

(bb)

“DTC” shall have the meaning set forth in the Section (3)(b)(i).

(cc)

“Equity Conditions” means, with respect to a given date of determination: (i) on each day during the period

beginning thirty (30) calendar days prior to the applicable date of determination and ending on and including the applicable date of

determination (the “Equity Conditions Measuring Period”), the Common Stock (including all Underlying Shares) is

listed or designated for quotation (as applicable) on the Primary Market and (x) shall not have been limited or suspended from

trading on the Primary Market (other than suspensions of not more than two (2) days and occurring prior to the applicable date of

determination due to business announcements by the Company) nor (y) shall delisting or suspension by the Primary Market have been

threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and

hearing periods (it being understood by the Company and the Holder that no reasonable prospect of delisting will occur prior to the

Company holding an annual or special meeting of its stockholders in order to obtain Shareholder Approval, including any postponement

thereof, or solely as a result from the existence of the notice received by the Company from the Primary Market on June 18, 2024 for

failure to satisfy Sections 1003(a)(i) and 1003(a)(ii) of the NYSE American LLC Company Guide) or any communications from the

Primary Market related to such notice that do not actually effect the delisting or suspension of the Common Stock) or be reasonably

likely to occur or pending as evidenced by (A) a writing by such Primary Market or (B) the Company falling below the minimum listing

maintenance requirements of the Primary Market on which the Common Stock is then listed or designated for quotation (as applicable)

(excluding the notice received by the Company from the Primary Market on June 18, 2024 for failure to satisfy Sections 1003(a)(i)

and 1003(a)(ii) of the NYSE American LLC Company Guide); (ii) during the Equity Conditions Measuring Period, the Company shall have

delivered all shares of Common Stock issuable upon conversion of this Note on a timely basis as set forth in Section (3) hereof and

all other shares of capital stock required to be delivered by the Company on a timely basis as set forth in the other Transaction

Documents; (iii) any shares of Common Stock to be issued in connection with the event requiring determination (or issuable upon

conversion of the Conversion Amount being redeemed in the event requiring this determination) may be issued in full without

violating Section (3)(c)(i) hereof; (iv) any shares of Common Stock to be issued in connection with the event requiring

determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination

(without regards to any limitations on conversion set forth herein)) may be issued in full without violating the rules or

regulations of the Primary Market on which the Common Stock is then listed or designated for quotation (as applicable); (v) on each

day during the Equity Conditions Measuring Period, no public announcement of a pending, proposed or intended Fundamental Transaction

shall have occurred which has not been abandoned, terminated or consummated; (vi) no Current Public Information Failure then exists

or is continuing; (vii) the Holder shall not be in (and no other holder of Notes shall be in) possession of any material, non-public

information provided to any of them by the Company, any of its Subsidiaries or any of their respective affiliates, employees,

officers, representatives, agents or the like; (viii) on each day during the Equity Conditions Measuring Period, the Company

otherwise shall have been in compliance with each, and shall not have breached any representation or warranty in any material

respect (other than representations or warranties subject to material adverse effect or materiality, which may not be breached in

any respect) or any covenant or other term or condition of any Transaction Document, including, without limitation, the Company

shall not have failed to timely make any payment pursuant to any Transaction Document; (ix) there shall not have occurred any Volume

Failure or Price Failure as of such applicable date of determination; (x) on the applicable date of determination (A) no failure to

reserve the Required Reserve Amount shall exist or be continuing and all shares of Common Stock to be issued in connection with the

event requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this

determination) are available under the Certificate of Incorporation of the Company and reserved by the Company to be issued pursuant

to the Notes and (B) all shares of Common Stock to be issued in connection with the event requiring this determination (or issuable

upon conversion of the Conversion Amount being redeemed in the event requiring this determination (without regards to any

limitations on conversion set forth herein)) may be issued in full without resulting in a failure to reserve the Required Reserve

Amount; (xi) on each day during the Equity Conditions Measuring Period, there shall not have occurred and there shall not exist an

Event of Default or an event that with the passage of time or giving of notice would constitute an Event of Default; (xii) no bone

fide dispute shall exist, by and between any of holder of Notes, the Company, any Primary Market and/or the Financial Industry

Regulatory Authority with respect to any term or provision of any Note or any other Transaction Document; (xiii) the shares of

Common Stock issuable pursuant the event requiring the satisfaction of the Equity Conditions are duly authorized and listed and

eligible for trading without restriction on a Primary Market; (xiv) the Company shall have obtained the Shareholder Approval; and

(xv) no minimum prices shall have been established for Common Stock traded on the Primary Market.

(dd)

“Equity Conditions Failure” means on any date of determination, the Equity Conditions have not been satisfied (or

waived in writing by the Holder).

(ee)

“Event of Default” shall have the meaning set forth in the Section (2)(a).

(ff)

“Event of Default Conversion Price” means, with respect to any Event of Default, that price which shall be the

lower of (i) the then effective Conversion Price or (ii) eighty-five percent (85%) of the lowest daily VWAP of the Common Stock

during the 10 consecutive Trading Days immediately prior to the date that the Holder delivers a Conversion Notice anytime after the

occurrence of an Event of Default or an Event of Default Redemption Notice, as applicable, subject to the Floor Price.

(gg)

“Event of Default Notice” shall have the meaning set forth in the Section (2)(b).

(hh)

“Event of Default Redemption Amount” shall have the meaning set forth in the Section (2)(b).

(ii) “Event

of Default Redemption Notice” shall have the meaning set forth in the Section (2)(b).

(jj)

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(kk)

“Exchange Cap” shall have the meaning set forth in Section (3)(c)(ii).

(ll)

“Financial Covenant Event Notice” shall have the meaning set forth in the Section (13)(n)(ii).

(mm)

“Financial Covenant Failure” shall have the meaning set forth in the Section (13)(n)(ii).

(nn)

“Financial Test” shall have the meaning set forth in the Section (13)(n)(i).

(oo) “Floor

Price” means $0.10 per share of Common Stock; provided, however, beginning on the date that is the six (6) month

anniversary of the Issuance Date and on the same day of every six (6) months thereafter (each, a “Floor Price Reset Date”),

the Floor Price shall be adjusted (downwards only) to 20% of the average VWAP during the five (5) Trading Days immediately prior to such

Floor Price Reset Date. Notwithstanding the foregoing, the Company may reduce the Floor Price then in effect to any amount set forth

in a written notice to the Holder; provided that such reduction shall be irrevocable and shall not be subject to increase thereafter.

(pp)

“Fundamental Transaction” means any of the following: (1) the Company effects any merger or consolidation

of the Company with or into another Person and the Company is the non-surviving company (other than a merger or consolidation with a

wholly owned Subsidiary of the Company for the purpose of redomiciling the Company), (2) the Company effects any sale of all or

substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the

Company or another Person) is completed pursuant to which holders of shares of Common Stock are permitted to tender or exchange

their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any

compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash

or property.

(qq)

“G280 Finance Agreement” means that certain pre-delivery payment agreement, dated October 5, 2022, between the

Company and SAC Leasing V280, LLC and its permitted assigns.

(rr)

“GAAP” means United States generally accepted accounting principles, consistently applied.

(ss)

“Governing Jurisdiction” shall have the meaning set forth in Section (8)(a).

(tt)

“Holder” shall have the meaning set forth in the recital to this Note.

(uu)

“Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all

obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation,

“capital leases” in accordance with GAAP) (other than trade payables and capital leases entered into in the ordinary

course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit,

surety bonds and other similar instruments (other than reimbursement or payment obligations arising in the ordinary course of

business), (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced

incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any

conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets

acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in

the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or

similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital

lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness

has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and

contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for

the payment of such indebtedness (excluding G280 Finance Agreement), and (H) all contingent obligations in respect of indebtedness

or obligations of others of the kinds referred to in clauses (A) through (G) above.

(vv)

“Independent Investigation” shall have the meaning set forth in the Section (13)(r).

(ww)

“Interest” shall have the meaning set forth in the recital to this Note.

(xx) “Interest

Date” shall have the meaning set forth in the Section (1)(b).

(yy)

“Interest Election Deadline” shall have the meaning set forth in the Section (1)(b).

(zz)

“Interest Election Notice” shall have the meaning set forth in the Section (1)(b).

(aaa)

“Interest Payment” shall have the meaning set forth in the Section (1)(b).

(bbb)

“Interest Rate” shall have the meaning set forth in the Section (1)(b).

(ccc)

“Issuance Date” shall have the meaning set forth in the Section (1)(b).

(ddd)

“Liens” shall have the meaning set forth in Section (13)(b).

(eee)

“Maturity Date” shall have the meaning set forth in the Section (1)(b).

(fff)

“New Issuance Price” shall have the meaning set forth in Section (3)(f).

(ggg)

“Note” shall have the meaning set forth in the recital to this Note.

(hhh)

“NPA” means the securities purchase agreement entered into between the Company and the Holder on December 4,

2024.

(iii) “NYSE

American” shall have the meaning set forth in Section (3)(c)(ii).

(jjj)

“Optional Redemption” shall have the meaning set forth in the Section (1)(d).

(kkk)

“Other Notes” means any other notes issued pursuant to the NPA and any other debentures, notes, or other

instruments issued in exchange, replacement, or modification of the foregoing.

(lll)

“Payment Premium” means 20% of the Principal amount being paid.

(mmm)

“Periodic Reports” shall mean all of the Company’s reports required to be filed by the Company with the

Commission under applicable laws and regulations (including, without limitation, Regulation S-K), including annual reports (on Form

10-K), quarterly reports (on Form 10-Q), and current reports (on Form 8-K), for so long as any amounts are outstanding under this

Note or any Other Note; provided that all such Periodic Reports shall include, when filed, all information, financial

statements, audit reports (when applicable) and other information required to be included in such Periodic Reports in compliance

with all applicable laws and regulations.

(nnn)

“Permitted A/R Indebtedness” means Indebtedness arising pursuant to an accounts receivable and/or inventory

factoring facility, in an aggregate amount not to exceed $500,000.

(ooo) “Permitted

Investments” means (i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed

by, the U.S. (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the U.S.), in each case

maturing within one year from the date of acquisition thereof; (ii) investments in commercial paper maturing within 270 days from the

date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(iii) investments in certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of

acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office

of any commercial bank organized under the laws of the U.S. or any State thereof which has a combined capital and surplus and undivided

profits of not less than $500,000,000; (iv) fully collateralized repurchase agreements with a term of not more than 30 days for securities

described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above;

and (v) money market funds that (x) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment

Company Act of 1940, (y) are rated AAA by S&P and AAA by Moody’s and (z) have portfolio assets of at least $5,000,000,000.

(ppp)

“Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by

appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising

in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien

created by operation of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the

ordinary course of business with respect to a liability that is not yet due or delinquent or that are being contested in good faith

by appropriate proceedings, (iv) Liens (A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries to

secure the purchase price of such equipment or Indebtedness incurred solely for the purpose of financing the acquisition or lease of

such equipment, or (B) existing on such equipment at the time of its acquisition, provided that the Lien is confined solely to the

property so acquired and improvements thereon, and the proceeds of such equipment, in either case, with respect to Indebtedness in

an aggregate principal amount not to exceed $1,000,000, (v) Liens incurred in connection with the extension, renewal or refinancing

of the Indebtedness secured by Liens of the type described in clause (iv) above, provided that any extension, renewal or replacement

Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended,

renewed or refinanced does not increase, (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure

payments of custom duties in connection with the importation of goods, (vii) Liens arising from judgments, decrees or attachments in

circumstances not constituting an Event of Default under Section 4(a)(ix), and (viii) Liens on accounts receivable and inventory to

secure the Permitted A/R Indebtedness to the extent permitted by the applicable intercreditor agreement.

(qqq)

“Person” means a corporation, an association, a partnership, organization, a business, an individual, a

government or political subdivision thereof or a governmental agency.

(rrr)

“Price Failure” means, with respect to a particular date of determination, the VWAP of the Common Stock on any

Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination

fails to exceed $0.05 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar

transactions occurring after the Issuance Date). All such determinations to be appropriately adjusted for any stock splits, stock

dividends, stock combinations, recapitalizations or other similar transactions during any such measuring period.

(sss)

“Primary Market” means any of The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the

Nasdaq Global Market or the Nasdaq Global Select Market, and any successor to any of the foregoing markets or exchanges.

(ttt)

“Principal” shall have the meaning set forth in the recital to this Note.

(uuu)

“Quarterly Compounding” shall have the meaning set forth in the Section (1)(b).

(vvv)

“Redemption Amount” shall have the meaning set forth in the Section (1)(d).

(www)

“Redemption Notice” shall have the meaning set forth in the Section (1)(d).

(xxx) “Registration

Rights Agreement” means the registration rights agreement entered into between the Company and the Holder on the date hereof.

(yyy)

“Registration Statement” means a registration statement meeting the requirements set forth in the Registration

Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a “selling

stockholder” thereunder.

(zzz)

“Required Holder” means Holders of a majority in aggregate principal amount of this Note, together with Other

Notes, then outstanding.

(aaaa)

“Required Reserve Amount” shall have the meaning set forth in Section (3)(d)(i).

(bbbb)

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated

thereunder.

(cccc)

“SEPA” means that certain standby equity purchase agreement to be entered into between the Company and the Holder

or one of its affiliates.

(dddd)

“Settlement Agreement” means that certain Settlement Agreement and Stipulation, dated as of November 4, 2024, by

and between the Company and Sunpeak Holdings Corporation, a Delaware corporation.

(eeee)

“Share Delivery Date” shall have the meaning set forth in Section (3)(b)(i).

(ffff)

“Shareholder Approval” shall have the meaning ascribed to such term in the NPA.

(gggg)

“Subsidiary” shall mean any Person in which the Company, directly or indirectly, (x) owns a majority of the

outstanding capital stock or holds a majority of the equity or similar interest of such Person or (y) controls or operates all or

substantially all of the business, operations or administration of such Person, and the foregoing are collectively referred to

herein as “Subsidiaries.”

(hhhh)

“Trading Day” means a day on which the Common Stock is quoted or traded on a Primary Market on which the Common

Stock is then quoted or listed; provided, that in the event that the Common Stock is not listed or quoted, then Trading Day shall

mean a Business Day.

(iiii)

“Transaction Document” means, each of the NPA, the Other Notes, the Registration Rights Agreement and any and all

documents, agreements, instruments or other items executed or delivered in connection with any of the foregoing.

(jjjj)

“Transfer Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the

Company.

(kkkk)

“Underlying Shares” means the shares of Common Stock issuable upon conversion of this Note or as payment of

interest in accordance with the terms hereof.

(llll)

“Volume Failure” means, with respect to a particular date of determination, the aggregate daily dollar trading

volume (as reported on Bloomberg) of the Common Stock on the Primary Market on any Trading Day during the twenty (20) Trading Day

period ending on the Trading Day immediately preceding such date of determination, is less than $500,000.

(mmmm)

“VWAP” means, for any Trading Day, the daily volume weighted average price of the Common Stock for such Trading

Day on the Primary Market during regular trading hours as reported by Bloomberg L.P.

[Signature

Page Follows]

WITNESS WHEREOF, the Company has caused this Senior Unsecured Convertible Promissory Note to be duly executed by a duly authorized

officer as of the date set forth above.

COMPANY:

VOLATO GROUP, INC.

By:

Name:

Matthew Liotta

Title:

Chief Executive Officer

[Signature

Page to Senior Unsecured Convertible Promissory Note]

EXHIBIT

CONVERSION NOTICE

(To

be executed by the Holder in order to Convert the Note)

TO:

VOLATO GROUP, INC.

Via

Email:

The

undersigned hereby irrevocably elects to convert a portion of the outstanding and unpaid Conversion Amount of the Note into shares of

Common Stock of VOLATO GROUP, INC., according to the conditions stated therein, as of the Conversion Date written below.

Conversion

Date:

Principal

Amount to be Converted:

Accrued

Interest to be Converted:

cash:

shares of Common Stock:

Total

Conversion Amount to be converted:

Fixed

Price:

Variable

Price:

Applicable

Conversion Price:

Number

of shares of Common Stock to be issued:

Please

issue shares of Common Stock in the following name and deliver them to the following account:

Issue

to:

Broker

DTC Participant Code:

Account

Number:

Authorized

Signature:

Name:

Title:

EX-10.1

Filename: ex10-1.htm · Sequence: 6

Exhibit

10.1

LOCK-UP

AGREEMENT

THIS

LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of ,

2026, by and between Volato Group, Inc., a Delaware corporation (“Parent”), and

(the “Subject Party”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed

to such term in the Merger Agreement (defined below).

WHEREAS,

Parent, Volato Alignment Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), and Alignment

Engine Inc., a Delaware corporation (“Aligned”), are parties to that certain Agreement and Plan of Merger,

dated as of August 25, 2026, as amended by that certain Amendment No. 1 thereto, dated as of September 4, 2026 (as may be further amended,

restated, supplemented or otherwise modified from time to time, the “Merger Agreement”); and

WHEREAS,

Section 2.04(b)(iii) of the Merger Agreement provides that Parent and Merger Sub shall deliver certain lock-up agreements to Aligned

at Closing pursuant to which the shares of Parent Common Stock held of record or beneficially owned by each executive officer and director

of Parent (all such securities, together with any securities paid as dividends or distributions with respect to such securities or into

which such securities are exchanged or converted, whether now owned or hereafter acquired, the “Restricted Securities”)

shall become subject to limitations on disposition as set forth herein.

NOW,

THEREFORE, in consideration of the premises set forth above, which are incorporated into this Agreement as if fully set forth below,

and intending to be legally bound hereby, the parties hereby agree as follows:

1. Lock-Up

Provisions.

(a)

The Subject Party hereby agrees, during the period commencing on the Closing Date and ending 180 days after the Closing Date (the

“Lock-Up Period”), not to: (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant

any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or otherwise convey, any Restricted

Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic

consequences of ownership of the Restricted Securities, whether any such transaction is to be settled by delivery of Restricted

Securities, such other securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing,

whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or

other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii) above, a

“Prohibited Transfer”).

(b)

The foregoing shall not apply to the transfer of any or all of the Restricted Securities in connection with any Permitted Transfer; provided,

however, that it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended,

and other applicable law, and, in the case of the Permitted Transfers described below, that the transferee executes and delivers to

Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this

Agreement, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in

this Agreement, the term “Permitted Transfer” shall mean: (i) by bona fide gift to a member of such

individual’s immediate family, to any estate planning vehicle or to a trust, the beneficiary of which is a member of the

individual’s immediate family, an affiliate of such person or to a charitable organization, provided that any such transferee

agrees to be bound by the terms of this Lock-Up Agreement prior to such transfer, (ii) by virtue of laws of descent and distribution

upon death of such individual, provided that any such transferee agrees to be bound by the terms of this Lock-Up Agreement prior to

such transfer (iii) by operation of law, including, without limitation, pursuant to a qualified domestic relations order, (iv) to

Parent in connection with the “net” or “cashless” exercise of options, warrants or other rights to purchase

shares of Parent Common Stock, or to satisfy tax withholding obligations in connection with the vesting, settlement or exercise of

equity awards, provided that any shares of Parent Common Stock received upon such exercise, vesting or settlement shall remain

subject to this Agreement, (v) in the event of completion of a bona fide third-party tender offer, merger, consolidation or other

similar transaction approved by Parent’s board of directors and made to all holders of Parent Common Stock involving a change

of control of Parent, (vi) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Securities Exchange Act

of 1934, as amended (the “Exchange Act”), provided that such plan does not provide for the transfer, sale

or otherwise disposal of Restricted Securities during the Lock-Up Period, and (vii) pledges in a bona fide transaction that are in

effect as of the date hereof to a lender to the undersigned, as disclosed in writing to Aligned; provided, that if such

transaction is not completed, the Restricted Securities shall remain subject to the restrictions contained in this Agreement. The

Subject Party further agrees to execute such agreements as may be reasonably requested by Parent that are consistent with the

foregoing or that are necessary to give further effect thereto. For purposes of this Lock-Up Agreement, “immediate

family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first

cousin.

(c)

If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer

shall be null and void ab initio, and Parent shall refuse to recognize any such purported transferee of the Restricted Securities as

one of its equity holders for any purpose, and shall refuse to record any such purported transfer of the Restricted Securities in

the books of Parent. In order to enforce this Section 1, Parent may impose stop-transfer instructions with respect to the

Restricted Securities of the Subject Party and any permitted transferees and assigns thereof until the end of the Lock-Up

Period.

(d)

During the Lock-Up Period, each certificate or book-entry position evidencing any Restricted Securities shall be stamped, imprinted

or otherwise notated with a legend or notation in substantially the following form, in addition to any other applicable

legends:

“THE

SECURITIES REPRESENTED BY THIS CERTIFICATE OR BOOK-ENTRY POSITION ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT,

DATED AS OF September , 2026, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES

(THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE

FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(e)

For the avoidance of any doubt, the Subject Party shall retain all of its rights as a stockholder of Parent during the Lock-Up

Period, including the right to vote any Restricted Securities.

2. Miscellaneous;

No Third-Party Beneficiaries.

(a) Binding

Effect; Assignment. This Agreement and all of the provisions herein shall be binding upon and inure to the benefit of the

parties hereto and their respective permitted successors and assigns. This Agreement and all rights and obligations of a party are

personal and may not be transferred or delegated at any time, except as expressly permitted herein. Notwithstanding the foregoing,

Parent may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity without

obtaining the consent or approval of the Subject Party.

(b) Third

Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the

transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or

entity that is not a party hereto or thereto or a successor or permitted assign of such a party.

Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed

by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law principles thereof. All

Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located

in New Castle County, Delaware (or in any appellate courts thereof) (the “Specified Courts”). Each party

hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or

relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion,

defense, or otherwise, in any such Action, any claim that such party is not subject personally to the jurisdiction of the

above-named courts, that such party’s property is exempt or immune from attachment or execution, that the Action is brought in

an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may

not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be

enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to

the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions

contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party

at the applicable address set forth in Section 2(f). Nothing in this Section shall affect the right of any party to serve

legal process in any other manner permitted by applicable law.

(d) WAIVER

OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE

TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR

THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED,

EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii)

ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL

WAIVERS AND CERTIFICATIONS IN THIS SECTION.

(e) Interpretation.

The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting

this Agreement. In this Agreement, unless the context otherwise requires: (i) “including” (and with correlative meaning

“include”) means including without limiting the generality of any description preceding or succeeding such term and

shall be deemed in each case to be followed by the words “without limitation”; (ii) the words “herein,”

“hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to

refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iii the term

“or” means “and/or.” The parties have participated jointly in the negotiation and drafting of this

Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed

as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by

virtue of the authorship of any provision of this Agreement.

(f) Notices.

All notices, consents, waivers, and other communications hereunder shall be in writing and shall be deemed to have been duly given

when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one (1)

Business Day after being sent, if sent by reputable, nationally recognized overnight courier service, or (iv) three (3) Business

Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the

applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

to Parent, to:

Volato

Group, Inc.

1954

Airport Road, Suite 124

Chamblee,

GA 30341

Attn:

Mark Heinen

Email:

mark.heinen@flyvolato.com

with

copies to (which shall not constitute notice):

Dykema

Gossett PLLC

111

E Kilbourn Ave, Suite 1050

Milwaukee,

WI 53202

Attn:

Kate Bechen, Esq.

Email:

kbechen@dykema.com

If to the Subject Party, to: the address set forth below the Subject Party’s name on the signature page to this Agreement.

(g) Amendments

and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived only with

the written consent of Parent and the Subject Party. No failure or delay by a party in exercising any right hereunder shall operate

as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more

instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or

provision.

(h) Authorization

on Behalf of Parent. The parties acknowledge and agree that, notwithstanding anything to the contrary contained in this

Agreement, any and all determinations, actions, or other authorizations under this Agreement on behalf of Parent, including

enforcing Parent’s rights and remedies under this Agreement or providing any waivers with respect to the provisions hereof,

shall be made, taken and authorized by Parent’s board of directors or by such committee or officer of Parent as Parent’s

board of directors may duly authorize; provided, that, to the extent any such determination, action or authorization relates

to the Subject Party and the Subject Party serves as a director, officer, employee or other authorized agent of Parent or any of its

affiliates, the Subject Party shall not have authority, express or implied, to act or make any determination on behalf of Parent or

any of its affiliates in connection with this Agreement or any dispute or Action with respect hereto.

(i) Severability.

In case any provision in this Agreement shall be held invalid, illegal, or unenforceable in a jurisdiction, such provision shall be

modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal, and enforceable,

and the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired

thereby nor shall the validity, legality, or enforceability of such provision be affected thereby in any other jurisdiction. Upon

such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties will substitute

for any invalid, illegal, or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid,

legal, and enforceable, the intent and purpose of such invalid, illegal, or unenforceable provision.

(j) Specific

Performance. Each party acknowledges that its obligations under this Agreement are unique, recognizes and affirms that, in the

event of a breach of this Agreement, money damages will be inadequate and there will be no adequate remedy at law, and agrees that

irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their

specific terms or were otherwise breached. Accordingly, the adversely affected party or parties shall be entitled to an injunction

or restraining order to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without the

requirement to post any bond or other security, this being in addition to any other right or remedy available under this Agreement,

at law or in equity.

(k) Entire

Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with respect to the

subject matter hereof; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the

parties under the Merger Agreement or any agreement, certificate or instrument delivered in connection with the Merger.

(l) Further

Assurances. From time to time, at another party’s request and without further consideration (but at the requesting

party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further

action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(m) Counterparts;

Facsimile. This Agreement may be executed and delivered by facsimile signature, electronic signature, or by email in portable

document format 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.

[Signature

Pages Follow]

WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.

Parent:

Volato

Group, Inc.

By:

Name:

Matt Liotta

Title:

Chief Executive Officer

Subject

Party:

By:

Name:

Title:

Parent

Common Stock:

Address for Notice:

Email:

[Signature

Page to Lock-Up Agreement]

EX-10.2

Filename: ex10-2.htm · Sequence: 7

Exhibit

10.2

STOCKHOLDER

VOTING AND SUPPORT AGREEMENT

This

Stockholder Voting and Support Agreement (this “Agreement”) is made and entered into as of _____________, 2026, by and among

Volato Group, Inc., a Delaware corporation (“Parent”) and the stockholders listed on Schedule A

hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used

herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined

below).

RECITALS

WHEREAS,

Parent, Volato Alignment Merger Sub, LLC (“Merger Sub”), and Alignment Engine Inc. (“Aligned”)

have entered into that certain Agreement and Plan of Merger, dated as of August 25, 2026 (as such agreement may be amended or supplemented

from time to time pursuant to the terms thereof, the “Merger Agreement”), pursuant to which, subject to the terms

and conditions set forth therein, Aligned will merge with and into Merger Sub, with Merger Sub continuing as the surviving company and

a wholly owned subsidiary of Parent;

WHEREAS,

as of the date hereof, each Stockholder is the beneficial owner, as defined in Rule 13d-3 under the Exchange Act, of such number and

percentage of shares of Parent Common Stock as indicated opposite such Stockholder’s name on Schedule A;

WHEREAS,

pursuant to the Merger Agreement, Parent is required to seek approval of the Merger Proposals from the stockholders of Parent; and

WHEREAS,

as an inducement to the willingness of Aligned to enter into the Merger Agreement, Aligned has required that each Stockholder enter into

this Agreement, pursuant to which each Stockholder has agreed, subject to the terms and conditions set forth herein, to vote all of such

Stockholder’s Shares in favor of the Merger Proposals.

NOW,

THEREFORE, intending to be legally bound, the parties hereby agree as follows:

Certain Definitions. For all purposes of this Agreement, the following terms shall have the following respective meanings:

(a)

“Constructive Sale” means, with respect to any security, a short sale with respect to such security, entering

into or acquiring a derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver

such security or entering into any other hedging or other derivative transaction that has the effect of either directly or indirectly

materially changing the economic benefits or risks of ownership of such security.

(b)

“Expiration Date” means the earliest to occur of (i) the termination of the Merger Agreement in accordance

with its terms, (ii) the receipt of the Stockholder Approval and approval of the Merger Proposals, and (iii) the written agreement of

Parent, Aligned and the applicable Stockholder to terminate this Agreement.

(c)

“Shares” means (i) all shares of Parent Common Stock owned, beneficially or of record, by such Stockholder

as of the date hereof as set forth on Schedule A, and (ii) all additional shares of Parent Common Stock acquired by such Stockholder,

beneficially or of record, during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration

Date.

(d)

“Transfer” or “Transferred” means, with respect to any security, the direct or indirect

assignment, sale, transfer, tender, exchange, pledge or hypothecation, or the grant, creation or sufferance of a lien, security interest

or encumbrance in or upon, or the gift, grant or placement in trust, or the Constructive Sale or other disposition of such security,

including transfers by testamentary or intestate succession, by domestic relations order or other court order, or otherwise by operation

of law, or any right, title or interest therein, including any right or power to vote to which the holder thereof may be entitled, whether

such right or power is granted by proxy or otherwise, or the record or beneficial ownership thereof, the offer to make such a sale, transfer,

Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of

the foregoing.

Transfer and Voting Restrictions. Each Stockholder covenants to Aligned and Parent as follows:

(a)

During the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date, the Stockholder shall

not Transfer any of the Stockholder’s Shares, or publicly announce its intention to Transfer any of its Shares, including any Transfer

by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation

of law or otherwise, whether voluntarily or involuntarily, or offer to Transfer, consent to any Transfer, or enter into any contract,

option or other agreement or understanding with respect to the Transfer of any or all of such Stockholder’s Shares.

(b)

Except as otherwise permitted by this Agreement or otherwise permitted or required by order of a court of competent jurisdiction or a

Governmental Authority, such Stockholder will not commit any act that would restrict such Stockholder’s legal power, authority

and right to vote all of the Shares held by such Stockholder or otherwise prevent or disable such Stockholder from performing any of

its obligations under this Agreement, nor shall such Stockholder take any action or agree or commit to take any action that would make

any representation or warranty of such Stockholder contained in this Agreement untrue or incorrect or have the effect of preventing or

materially delaying such Stockholder from performing its obligations under this Agreement. Without limiting the generality of the foregoing,

except for this Agreement and as otherwise permitted by this Agreement, such Stockholder shall not enter into any voting agreement with

any person or entity with respect to any of such Stockholder’s Shares, grant any person or entity any proxy, whether revocable

or irrevocable, or power of attorney with respect to any of the Shares, deposit any Shares in a voting trust or otherwise enter into

any agreement or arrangement with any person or entity limiting or affecting such Stockholder’s legal power, authority or right

to vote such Stockholder’s Shares in favor of the Merger Proposals.

Agreement to Vote Shares. Each Stockholder covenants to Aligned and Parent as follows:

(a)

Until the Expiration Date, at any meeting of the stockholders of Parent, however called, and at every adjournment or postponement thereof,

and on every action or approval by written consent of the stockholders of Parent with respect to the Merger Proposals, such Stockholder

shall be present, in person or by proxy, and vote, or exercise its right to consent with respect to, all Shares held by such Stockholder:

(i)

in favor of the Merger Proposals; and

(ii)

in favor of an adjournment or postponement of any meeting of the stockholders of Parent, if necessary or advisable, to solicit additional

proxies if there are not sufficient votes in favor of the Merger Proposals.

(b)

If the Stockholder is the beneficial owner, but not the record holder, of Shares, the Stockholder agrees to take all actions necessary

to cause the record holder and any nominees to be present (in person or by proxy) and vote all the Stockholder’s Shares in accordance

with this Section 3.

(c)

In the event of a stock split, stock dividend or distribution, or any change in the capital stock of Parent by reason of any split-up,

reverse stock split, recapitalization, combination, reclassification, reincorporation, exchange of shares or the like, the term “Shares”

shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which

or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

Action in Stockholder Capacity Only. Notwithstanding anything in this Agreement to the contrary, each Stockholder is entering

into this Agreement solely in such Stockholder’s capacity as a record holder and beneficial owner, as applicable, of its Shares

and not in such Stockholder’s capacity as a director or officer of Parent, and this Agreement shall not limit or otherwise affect

the actions or inactions of any Affiliate, representative or designee of such Stockholder or any of its Affiliates in his or her capacity,

if applicable, as an officer or director of any other Person. Nothing herein shall limit or affect such Stockholder’s ability to

act as a director or officer of Parent in taking any actions, or failing to take any actions, in such capacity if such action or failure

to act would be inconsistent with the exercise of his or her fiduciary duties as a director or officer of Parent.

Irrevocable Proxy. Each Stockholder hereby revokes, or agrees to cause to be revoked, any proxies that such Stockholder has heretofore

granted with respect to its Shares. In the event and to the extent that such Stockholder fails to vote the Shares in accordance with

Section 3 at any applicable meeting of the stockholders of Parent or pursuant to any applicable written consent of the stockholders

of Parent, such Stockholder shall be deemed to have irrevocably granted to, and appointed, Parent, and any individual designated in writing

by Parent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact, with full power of substitution, for

and in such Stockholder’s name, place and stead, to vote such Stockholder’s Shares in any action by written consent of Parent

stockholders or at any meeting of Parent stockholders called with respect to any of the matters specified in, and in accordance and consistent

with, Section 3 of this Agreement. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes

described in this Agreement. Except as otherwise provided for herein, each Stockholder hereby affirms that the irrevocable proxy is coupled

with an interest and may under no circumstances be revoked and that such irrevocable proxy is executed and intended to be irrevocable.

Notwithstanding any other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the

termination of this Agreement.

No Solicitation. From and after the date hereof until the earlier of the Closing and the termination of the Merger Agreement in

accordance with its terms, each Stockholder will not, and will not permit any entity under such Stockholder’s control to, take

any action that Parent is prohibited from taking pursuant to Section 5.03 of the Merger Agreement.

Documentation and Information. Each Stockholder shall permit and hereby authorizes Parent, Merger Sub and Aligned to publish and

disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent, Merger Sub

or Aligned reasonably determines to be necessary in connection with the Merger and the transactions contemplated by the Merger Agreement,

a copy of this Agreement, such Stockholder’s identity and ownership of the Shares and the nature of such Stockholder’s commitments

and obligations under this Agreement. Each of Merger Sub and Aligned is an intended third-party beneficiary of this Section 7.

No Exercise of Appraisal Rights; Waivers. Each Stockholder hereby irrevocably and unconditionally (a) waives, and agrees to cause

to be waived and to prevent the exercise of, any rights of appraisal, any dissenters’ rights and any similar rights, if any, including

any notice requirements related thereto, relating to the Merger that such Stockholder may have by virtue of, or with respect to, any

Shares, and (b) agrees that such Stockholder will not bring, commence, institute, maintain, prosecute or voluntarily aid or participate

in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Authority, which (i) challenges

the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of

this Agreement by such Stockholder, or the approval of the Merger Agreement by the Parent Board, breaches any fiduciary duty of the Parent

Board or any member thereof; provided, that such Stockholder may defend against, contest or settle any such action, claim, suit or cause

of action brought against such Stockholder that relates solely to such Stockholder’s capacity as a director, officer or securityholder

of Parent.

Representations and Warranties of the Stockholder. Each Stockholder hereby represents and warrants to Aligned and Parent as follows:

(a)

(i) Such Stockholder is the beneficial or record owner of the shares of Parent Common Stock indicated opposite such Stockholder’s

name on Schedule A, each of which shall be deemed to be “held” by such Stockholder for purposes of Section

3 unless otherwise expressly stated with respect to any shares on Schedule A, free and clear of any and all Encumbrances,

except for any Encumbrance that may be imposed pursuant to this Agreement or any lock-up agreement entered into by and between such Stockholder,

Parent and Aligned; and (ii) such Stockholder does not beneficially own any securities of Parent other than the shares of Parent Common

Stock and rights to purchase shares of Parent Common Stock set forth on Schedule A.

(b)

With respect to any Stockholder that is an entity, the Stockholder is duly organized, validly existing and in good standing under the

laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary to perform this Agreement.

(c)

Except as otherwise provided in this Agreement, the Stockholder has full power, legal capacity and authority to (i) make, enter into

and carry out the terms of this Agreement and (ii) vote all of its Shares in the manner set forth in this Agreement without the consent

or approval of, or any other action on the part of, any other person or entity (including any Governmental Authority). Without limiting

the generality of the foregoing, the Stockholder has not entered into any voting agreement (other than this Agreement) with any person

with respect to any of the Stockholder’s Shares, granted any person any proxy (revocable or irrevocable) or power of attorney with

respect to any of the Stockholder’s Shares, deposited any of the Stockholder’s Shares in a voting trust or entered into any

arrangement or agreement with any person limiting or affecting the Stockholder’s legal power, authority or right to vote the Stockholder’s

Shares on any matter contemplated by this Agreement.

(d)

This Agreement has been duly and validly executed and delivered by the Stockholder and (assuming the due authorization, execution and

delivery by the other parties hereto) constitutes a valid and binding agreement of the Stockholder enforceable against the Stockholder

in accordance with its terms, subject to the Enforceability Exceptions. The execution and delivery of this Agreement by the Stockholder

and the performance by the Stockholder of the agreements and obligations hereunder will not result in any breach or violation of or be

in conflict with or constitute a default under any term of any Contract or if applicable any provision of an organizational document

(including a certificate of incorporation) to or by which the Stockholder is a party or bound, or any applicable Law to which the Stockholder

(or any of the Stockholder’s assets) is subject or bound, except for any such breach, violation, conflict or default which, individually

or in the aggregate, would not reasonably be expected to materially impair or adversely affect the Stockholder’s ability to perform

its obligations under this Agreement.

(e)

The execution, delivery and performance of this Agreement by the Stockholder do not and will not require any consent, approval, authorization

or permit of, action by, filing with or notification to, any Governmental Authority, except for any such consent, approval, authorization,

permit, action, filing or notification the failure of which to make or obtain, individually or in the aggregate, has not and would not

materially impair the Stockholder’s ability to perform its obligations under this Agreement.

(f)

The execution, delivery or performance of this Agreement by the Stockholder will not contravene, conflict with or result in (i) a violation

of any of the provisions of the Stockholder’s organizational documents, (ii) any Law or any Order by which the Stockholder, or

any of the assets owned or used by the Stockholder, is subject; (iii) a violation or breach of, or result in a default under, any provision

of any contract to which the Stockholder is a party; or (iv) result in the imposition or creation of any Encumbrance upon or with respect

to any asset owned or used by the Stockholder.

(g)

Such Stockholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of such Stockholder’s own

choosing. Such Stockholder has had an opportunity to review with its own tax advisors the tax consequences of the Merger and the transactions

contemplated by the Merger Agreement. Such Stockholder understands that it must rely solely on its advisors and not on any statements

or representations made by Parent, Merger Sub, Aligned or any of their respective agents or representatives with respect to the tax consequences

of the Merger and the transactions contemplated by the Merger Agreement. Such Stockholder understands that such Stockholder, and not

Parent, Merger Sub, Aligned or the Surviving Company, shall be responsible for such Stockholder’s tax liability that may arise

as a result of the Merger or the transactions contemplated by the Merger Agreement. Such Stockholder understands and acknowledges that

Parent, Merger Sub and Aligned are entering into the Merger Agreement in reliance upon such Stockholder’s execution, delivery and

performance of this Agreement.

(h)

With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to

the knowledge of the Stockholder, threatened against, the Stockholder or any of the Stockholder’s properties or assets (including

the Shares) that would reasonably be expected to prevent or materially delay or impair the ability of the Stockholder to perform its

obligations hereunder or to consummate the transactions contemplated hereby.

10.

Termination. This Agreement shall terminate and shall cease to be of any further force or effect as of the Expiration Date; provided,

however, that (i) Section 11 shall survive the termination of this Agreement, and (ii) the termination of this Agreement shall

not relieve any party hereto from any liability for fraud or for any material and willful breach of this Agreement prior to the Expiration

Date.

11.

Further Assurances. Each Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such

additional or further consents, documents and other instruments as Aligned or Parent may reasonably request for the purpose of effectively

carrying out the transactions contemplated by this Agreement and the Merger Agreement.

12.

Miscellaneous Provisions.

(a)

Amendments. No amendment of this Agreement shall be effective against any party unless it shall be in writing and signed by each

of the parties hereto.

(b)

Entire Agreement; Counterparts; Exchanges by Electronic Transmission. This Agreement constitutes the entire agreement between

the parties to this Agreement and supersedes all other prior agreements, arrangements and understandings, both written and oral, among

the parties with respect to the subject matter hereof. This Agreement may be executed in several counterparts, each of which shall be

deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts

or otherwise) by all parties by electronic transmission in PDF format shall be sufficient to bind the parties to the terms and conditions

of this Agreement.

(c)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of

Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding

between any of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents

and submits to the exclusive jurisdiction and venue of the federal or state courts located in New Castle County, Delaware, (ii) agrees

that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (i) of this

Section 12(c), (iii) waives any objection to laying venue in any such action or proceeding in such courts, (iv) waives any objection

that such courts are an inconvenient forum or do not have jurisdiction over any party, (v) agrees that service of process upon such party

in any such action or proceeding shall be effective if notice is given in accordance with Section 12(h) of this Agreement and

(vi) irrevocably and unconditionally waives the right to trial by jury.

(d)

Assignment. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties

and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of a party’s rights

or obligations hereunder may be assigned or delegated by such party without the prior written consent of the other parties, in whole

or in part, whether by operation of law or otherwise, and any attempted or purported assignment or delegation of this Agreement or any

of such rights or obligations by such party without the other parties’ prior written consent shall be void and of no effect. Any

purported assignment of rights or delegation of performance obligations in violation of this Section 12(d) is void.

(e)

No Third Party Rights. This Agreement is not intended to, and shall not, confer upon any other person any rights or remedies hereunder

other than the parties hereto to the extent expressly set forth herein.

(f)

Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall

not affect the validity or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of

the offending term or provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction

declares that any term or provision of this Agreement is invalid or unenforceable, the Parties agree that the court making such determination

shall have the power to limit such term or provision, to delete specific words or phrases or to replace such term or provision with a

term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term

or provision, and this Agreement shall be valid and enforceable as so modified. In the event such court does not exercise the power granted

to it in the prior sentence, the parties agree to replace such invalid or unenforceable term or provision with a valid and enforceable

term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable

term or provision.

(g)

Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be

deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise

by a party of any one remedy will not preclude the exercise of any other remedy. The parties agree that irreparable damage for which

monetary damages, even if available, would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement

were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall

be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions

hereof in any federal or state court located in New Castle County, Delaware, this being in addition to any other remedy to which they

are entitled at law or in equity, and each of the parties waives any bond, surety or other security that might be required of any other

party with respect thereto. Each of the parties further agrees that it will not oppose the granting of an injunction, specific performance

or other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is

not an appropriate remedy for any reason at law or in equity.

(h)

Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) one Business

Day after being sent for next Business Day delivery, fees prepaid, via a reputable international overnight courier service, (ii) upon

delivery in the case of delivery by hand or (iii) on the date delivered in the place of delivery if sent by email, with a written or

electronic confirmation of delivery, prior to 6 p.m. local time of the recipient, otherwise on the next succeeding Business Day, (A)

if to Parent, to the address or electronic mail address provided in the Merger Agreement, including to the persons designated therein

to receive copies; and/or (B) if to any Stockholder, to such Stockholder’s address or electronic mail address shown below such

Stockholder’s signature to this Agreement or as available with Parent in its records.

(i)

Confidentiality. Except to the extent required by applicable Law or regulation, each Stockholder shall hold any non-public information

regarding this Agreement, the Merger Agreement and the Merger in strict confidence and shall not divulge any such information to any

third person until Parent has publicly disclosed its entry into the Merger Agreement and this Agreement; provided, however, that such

Stockholder may disclose such information to its Affiliates, partners, members, stockholders, parents, subsidiaries, attorneys, accountants,

consultants, trustees, beneficiaries and other representatives, provided that such persons are subject to confidentiality obligations

at least as restrictive as those contained herein. Neither such Stockholder nor any of its Affiliates, other than Parent, whose actions

shall be governed by the Merger Agreement, shall issue or cause the publication of any press release or other public announcement with

respect to this Agreement, the Merger, the Merger Agreement or the other transactions contemplated hereby or thereby without the prior

written consent of Aligned and Parent, except as may be required by applicable Law, in which circumstance such announcing party shall

make reasonable efforts to consult with Aligned and Parent to the extent practicable. Aligned is an intended third-party beneficiary

of this Section 12(i).

(j)

Interpretation. When reference is made in this Agreement to a Section or Exhibit, such reference shall be to a Section of or Exhibit

to this Agreement, unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall

not affect in any way the meaning or interpretation of this Agreement. The language used in this Agreement shall be deemed to be the

language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any

party. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter

forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. Any reference to any federal, state, local

or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires

otherwise. Whenever the words “include,” “includes” or “including” are used in this Agreement, they

shall be deemed to be followed by the words “without limitation.”

WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

VOLATO GROUP, INC.

By:

Name:

Matthew

Liotta

Title:

Chief

Executive Officer

[Signature Page to Voting and Support Agreement]

WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

STOCKHOLDER

Name

of Stockholder: ___________________

By:

Name:

Title:

Address:

[Signature Page to Voting and Support Agreement]

Schedule

Name

of Stockholder

Number

of Shares of Parent Common Stock (Currently Outstanding)

Number

of Shares of Parent Common Stock (Fully Diluted Basis)

Percentage

Ownership of Parent Common Stock (Currently Outstanding)

Percentage

Ownership of Parent Common Stock (Fully Diluted Basis)

Liotta

Family Office, LLC

Matt

Liotta

Nicholas

Cooper

Christopher

Burger

Mike

Nichols

Mark

Heinen

Mike

Prachar

David

Allen

Total

EX-10.3

Filename: ex10-3.htm · Sequence: 8

Exhibit

10.3

Execution

Version

WAIVER

AGREEMENT

This

Waiver Agreement (this “Agreement”) is entered into as of the 10th day of September, 2026, by and between Volato Group,

Inc., a Delaware corporation with offices located at 1954 Airport Road, Suite 124, Chamblee, GA 30341 (the “Company”),

and the investor signatory hereto (the “Investor”), with reference to the following facts:

Prior to the date hereof, pursuant to that Securities Purchase Agreement, dated as of December 4, 2024, by and between the Company and

the investors party thereto (including the Investor) (as amended, modified or waived prior to the date hereof, the “Securities

Purchase Agreement”), the Company, among other things, initially issued to the Investor certain senior secured convertible

notes and granted the Investor the right to purchase additional senior secured convertible notes at one or more additional closings thereunder

(the “Additional Notes”). Capitalized terms not defined herein shall have the meaning set forth in the Securities

Purchase Agreement.

The Company has entered into that certain Agreement and Plan of Merger, dated August 25, 2026, with Volato Alignment Merger Sub, LLC

and Alignment Engine Inc. (the merger and all transactions contemplated thereunder, the “Merger”).

The Company desires to obtain the Waivers (as defined below) from the Investor as described herein, which the Company’s board of

directors has determined, after evaluation of precedents, arms-length discussions and advice of financial advisors, has a fair market

value equal to $7.5 million (the “Waiver Consideration”).

In lieu of paying the Waiver Consideration in cash to the Investor for the Waivers, on or prior to the date hereof, the Company desires

to consummate an Additional Closing (the “Waiver Closing”) to permit the Investor to acquire such aggregate principal

amount of an Additional Note (the “Waiver Note”, and as converted, the “Waiver Conversion Shares”)

with an Additional Purchase Price equal to the Waiver Consideration, as specified on the signature page of the Investor attached hereto

(the “Waiver Note Amount”).

NOW,

THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

Waiver Closing. On or prior to the date hereof, the Company shall consummate the Waiver Closing with the Investor and issue

to the Investor (or its designee) the Waiver Note with an initial aggregate principal amount equal to the Waiver Note Amount, in accordance

with the terms and conditions of the Securities Purchase Agreement as if the Investor had delivered an Additional Closing Notice to the

Company on the Business Day immediately prior to the date of issuance of the Waiver Note; provided, that in lieu of new Irrevocable Transfer

Agent Instructions for the Waiver Closing, the Company agrees to amend the existing Irrevocable Transfer Agent Instructions, in form

and substance satisfactory to the Investor, to increase the existing transfer agent reserve created for prior closings under the Securities

Purchase Agreement and the existing Irrevocable Transfer Agent Instructions.

Securities Purchase Agreement Waivers. Effective as of the Effective Time, the Securities Purchase Agreement is hereby

waived, in part, as follows (the “SPA Waivers”):

(a)

Rights to Effect Additional Closings. Other than the Waiver Closing with respect to the issuance of the Waiver Note with an aggregate

principal amount equal to the Waiver Note Amount, the Investor hereby waives any right to consummate any Additional Closings pursuant

to the Securities Purchase Agreement.

(b)

Additional Issuance of Securities. The Investor hereby waives Section 4(j) of the Securities Purchase Agreement.

(c)

Reservation of Shares. The Investor hereby waives, Section 4(k) of the Securities Purchase Agreement, in part, such that the Required

Reserve Amount shall not be greater than the quotient of (x) the Waiver Note Amount, divided by (y) $0.10 (subject to adjustment for

stock splits, stock dividends, stock combinations, recapitalizations, and similar events (other than any reverse stock split or other

similar event occurring after the date hereof and on or prior to the Trigger Date, which shall not result in any adjustment)).

(d)

Variable Rate Transactions. Effective as of the later of the Effective Time and the Trigger Date (as defined below), the Investor

hereby waives Section 4(m) of the Securities Purchase Agreement.

(e)

Other Covenants. Effect as of such time after the time of the Waiver Closing that no Waiver Note remains outstanding, the Investor

hereby waives Sections 4(l), (p), (q), (r) and (s) of the Securities Purchase Agreement.

Waiver Note Waivers. Effective as of the later of the Effective Time and the time of issuance of the Waiver Note, the Waiver

Note is hereby waived, in part, as follows (the “Note Waivers”, and together with the SPA Waivers, the “Waivers”):

(a)

No Cash Redemption Rights; No limitation on Dividend; Distribution and Corporate Event Rights. The Investor hereby waives any

right to be paid Principal (as defined in the Waiver Note) or Interest (as defined in the Waiver Note), when and as due (including, without

limitation, at the Maturity Date), pursuant to the terms of the Waiver Note in cash; provided that the forgoing shall not apply to any

dividend, distribution, Corporate Event or any other cash consideration to be paid to the holder of the Waiver Note with respect to any

dividend, distribution or other similar amount paid to the holders of Common Stock of the Company and which such holder of the Waiver

Note is entitled to receive pursuant to the terms of the Waiver Note).

(b)

Interest Waiver. The Investor hereby waives any Interest that may accrue from time to time pursuant to the terms of the Waiver

Note.

(c)

Monthly Payment Waiver. The Investor hereby waives Section 1(c) of the Waiver Note.

(d)

Rank. The Investor hereby waives Section 1(f) of the Waiver Note and nay security interest granted to the Investor (or any agent

of the Investor) pursuant to the Transaction Documents).

(e)

Events of Default. The Investor hereby waives any right to require the redemption of the Waiver Note as a result of the occurrence

(or continuance) of any Event of Default. The Investor hereby waives any Payment Premium otherwise required to be included in any conversion

at such time as any Event of Default has occurred or is continuing.

(f)

Required Reserve Amount. Section 3(d) of the Waiver Note is hereby waived, in part, such that the Required Reserve Amount (as

defined in the Waiver Note) shall not be greater than 100% of the shares of Common Stock then issuable upon conversion of the Waiver

Note (without regard to any limitations on conversion of the Waiver Note)

(g)

Economic Antidilution. The Investor hereby waives any adjustment to the Conversion Price (as defined in the Waiver Note) of the

Waiver Note pursuant to Section 4(f) of the Waiver Note.

(h)

Covenants. The Investor hereby waives Section 13 of the Waiver Note.

Registration Rights. Notwithstanding anything herein to the contrary, the parties hereto hereby agree that, for purposes of the

Registration Rights Agreement, (a) the “Filing Date” (as used in the Registration Rights Agreement) with respect to the initial

registration statement to register the resale by the Investor of the Waiver Conversion Shares (the “Waiver Registration Statement”)

shall be the thirtieth (30th) calendar day after the date hereof and (b) the “Effectiveness Deadline” (as used

in the Registration Rights Agreement) with respect to the Waiver Registration Statement shall be the ninetieth (90th) calendar

day after the date hereof.

Voluntary Reduction of Conversion Price. Pursuant to Section 3(h) of the Waiver Note, the Company hereby elects to (and the Investor

hereby consents to), irrevocably and permanently, reduce the Conversion Price to $0.10 (subject to adjustment for stock splits, stock

dividends, stock combinations, recapitalizations, and similar events, as contemplated by Section 3(e) of the Waiver Note). In addition,

to the extent the Company desires to consummate the Permitted Offering (as defined below) at a New Issuance Price less than $0.20 cents,

pursuant to Section 3(h) of the Waiver Note, the Company hereby elects to (and the Investor hereby consents to), irrevocably and permanently,

reduce the Conversion Price to the lower of (x) $0.10 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations

and similar events) and (y) 70% of the New Issuance Price of the Permitted Offering (such consummation of such adjustment to the Conversion

Price, the “Adjustment Condition”).

Additional Covenants.

(a)

Additional Registration Statements. Until the Applicable Date (as defined below) and at any time thereafter while any Registration

Statement (as defined in the Registration Rights Agreement) is not effective or the prospectus contained therein is not available for

use or either (x) the Company fails for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the

failure to satisfy the current public information requirement under Rule 144(c) or (y) the Company has ever been an issuer described

in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2)

(a “Current Public Information Failure”), the Company shall not file a registration statement or an offering statement

under the 1933 Act relating to securities that are not the Waiver Conversion Shares (other than a registration statement on Form S-8

or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the

date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any

Subsequent Placement)); provided, that the Company shall be permitted to file a registration statement with respect to securities issued

pursuant to a bona fide debt and/or equity financing with net proceeds of at least $100 million to the Company as long as such registration

statement does not become effective (or the Company requests any acceleration thereof) prior to the Applicable Date (the “Permitted

Offering”). “Applicable Date” means the earlier of (x) the first date on which a registration statement

of the Company registering the resale by the Investor (or its designee) of all the Underlying Securities issued (or issuable) pursuant

to the Waiver Note (without regard to any limitations on conversion of the Waiver Note) is declared effective by the SEC (and the prospectus

contained therein is available for use on such date) or (y) the first date on which all the Underlying Securities issued (or issuable)

pursuant to the Waiver Note (without regard to any limitations on conversion of the Waiver Note) are eligible to be resold by the Investor

(or its designee) pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after

which the Company has cured such Current Public Information Failure).

(b)

Additional Issuance of Securities. The Company agrees that for the period commencing on the date hereof and ending on the date

immediately following the 30th Trading Day after the Applicable Date (provided that such period shall be extended by the number

of calendar days during such period and any extension thereof contemplated by this proviso on which any Registration Statement is not

effective or any prospectus contained therein is not available for use or any Current Public Information Failure exists) (the “Restricted

Period”, and the last Trading Day in such Restricted Period, the “Trigger Date”), neither the Company nor

any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose

of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any

equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule

405 promulgated under the 1933 Act), any Convertible Securities, any preferred stock or any purchase rights) (any such issuance, offer,

sale, grant, disposition or announcement (whether occurring during the Restricted Period or at any time thereafter) is referred to as

a “Subsequent Placement”) with a New Issuance Price (as defined in the Notes) less than $0.20 (as adjusted for stock

splits, stock dividends, stock combinations, recapitalizations and similar events). Notwithstanding the foregoing, this Section 3(b)

shall not apply in respect of the any Excluded Securities and/or, if the Company satisfies the Adjustment Condition on or prior to the

time of consummation of the Permitted Offering, the Permitted Offering.

Ratifications. Except as otherwise expressly provided herein, the Securities Purchase Agreement, the Waiver Note, and each

other Transaction Document, is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.

Fees. The Company shall promptly reimburse Kelley Drye & Warren LLP (counsel to the Investor) a non-accountable amount

of $50,000 (the “Legal Fee Amount”), with respect to its legal fees incurred in connection with preparing and delivering

this Agreement and legal fees and expenses of Kelley Drye & Warren LLP with respect to the transactions contemplated hereby through

the date hereof.

Effective Time. This Agreement shall be effective (the “Effective Time”) upon the later of (x) the closing

of the Additional Closing and the issuance of the Waiver Note Amount of the Waiver Note to the Investor, (y) the due execution and delivery

of this Agreement and (z) the time of payment to Kelley Drye & Warren LLP of the Legal Fee Amount. Notwithstanding anything herein

to the contrary, if the Merger fails to close on or prior to the Trigger Date, the Waivers shall have no further force and effect and

shall be null and void, ab initio.

10.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m., New York time, on

the first Trading Day after the date of this Agreement, file a Current Report on Form 8-K, describing all the material terms of the transactions

contemplated by this Agreement in the form required by the 1934 Act, and attaching this Agreement (including all attachments, the “8-K

Filing”). From and after the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered

to the Investor by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection

with the transactions contemplated by the Amendments and the Transaction Documents (including, without limitation, attaching the form

of this Agreement and the Waiver Documents). In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees

that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its

Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any

of its affiliates, on the other hand, shall terminate.

11.

Due Performance; Equitable Relief. The parties hereto agree that irreparable damage, for which monetary damages (even if

available) would not be an adequate remedy, shall occur in the event that the parties hereto do not perform the provisions of this Agreement

or any of the Transaction Documents (including the Notes) in accordance with its specified terms or otherwise breach such provisions.

Accordingly, the parties acknowledge and agree that the parties shall be entitled to an injunction, specific performance or other equitable

relief to prevent breaches of the Transaction Documents and to enforce specifically the terms and provisions hereof, as applicable, in

addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereto agrees that it shall not oppose

the granting of an injunction, specific performance and/or other equitable relief on the basis that any other party has an adequate remedy

at law or that any award of an injunction, specific performance and/or other equitable relief is not an appropriate remedy for any reason

at law or in equity. Any party seeking: (i) an injunction or injunctions to prevent breaches of the Transaction Documents; (ii) to enforce

specifically the terms and provisions of the Transaction Documents; and/or (iii) other equitable relief, shall not be required to show

proof of irreparable harm or to provide any bond or other security in connection with any such remedy.

12.

Miscellaneous Provisions. Section 9 of the Securities Purchase Agreement (as amended hereby) is hereby incorporated by

reference herein, mutatis mutandis.

[The

remainder of the page is intentionally left blank]

WITNESS WHEREOF, the Investor and the Company have executed this Agreement as of the date set forth on the first page of this Agreement.

COMPANY:

VOLATO

GROUP,

INC.

By:

/s/

Matthew Liotta

Name:

Matthew

Liotta

Title:

Chief

Executive Officer

[Company

Signature Page to Waiver Agreement]

WITNESS WHEREOF, the Investor and the Company have executed this Agreement as of the date set forth on the first page of this Agreement.

INVESTOR:

JAK Opportunities

IX LLC

By:

/s/

Antonio Ruiz-Gimenez

Name:

Antonio

Ruiz-Gimenez

Title:

Manager

Aggregate Principal of Waiver Note Amount:

$7,500,000

[Investor

Signature Page to Waiver Agreement]

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