SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 16th, 2024 • Volato Group, Inc. • Air transportation, nonscheduled • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024, between Volato Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • November 12th, 2021 • PROOF Acquisition Corp I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between PROOF Acquisition Corp I, a Delaware corporation (the “Company”), and (“Indemnitee”).
PROOF ACQUISITION CORP ISecurities Subscription Agreement • November 12th, 2021 • PROOF Acquisition Corp I • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on March 31, 2021 by and between PROOF Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and PROOF Acquisition Corp I, a Delaware corporation (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriter of the initial public offering (“IPO”) of the Company does not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 6th, 2021 • PROOF Acquisition Corp I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of November 30, 2021, is entered into by and between PROOF Acquisition Corp I, a Delaware corporation (the “Company”), and PROOF Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Purchaser”).
AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • December 7th, 2023 • Volato Group, Inc. • Air transportation, nonscheduled • Delaware
THIS AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2023, is made and entered into by and among PROOF Acquisition Corp I, a Delaware corporation (the “Company”), PROOF Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of ________________, between Volato Group, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Statement of Purpose WHEREAS, highly competent...Indemnification Agreement • August 29th, 2024 • Volato Group, Inc. • Air transportation, nonscheduled
THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE...Subscription Agreement • November 12th, 2021 • PROOF Acquisition Corp I • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of October __, 2021 among PROOF Acquisition Corp I., a Delaware corporation (the “Company”), PROOF Acquisition Sponsor I, LLC, a Delaware series limited liability company (the “Sponsor”), and [___] (the “Purchaser”).
PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK VOLATO GROUP, INC.Pre-Funded Warrant Agreement • May 23rd, 2024 • Volato Group, Inc. • Air transportation, nonscheduled
THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from VOLATO GROUP, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PROOF ACQUISITION CORP I (a Delaware corporation) 24,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2021 • PROOF Acquisition Corp I • Blank checks • New York
PROOF Acquisition Corp I, a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Units of the Company set forth in Schedule A hereto, totaling 24,000,000 Units in the aggregate, and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 3,600,000 additional Units. Each Unit consists of one share of Class A common stock, par value $0.0001, of the Company (collectively, the “Class A Shares”), and one-half of one war
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller, PACI and Target on the Trade Date specified below. The term “Counterparty” refers to PACI...Otc Equity Prepaid Forward Transaction • November 29th, 2023 • PROOF Acquisition Corp I • Air transportation, nonscheduled
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, PACI and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
November 30, 2021Underwriting Agreement • December 6th, 2021 • PROOF Acquisition Corp I • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among PROOF Acquisition Corp I, a Delaware corporation (the “Company”), and BofA Securities, Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 27,600,000 of the Company’s units (including 3,600,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprising of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase a share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company w
ContractPlacement Agency Agreement • May 23rd, 2024 • Volato Group, Inc. • Air transportation, nonscheduled • New York
Employment AgreementEmployment Agreement • December 7th, 2023 • Volato Group, Inc. • Air transportation, nonscheduled • Delaware
This Employment Agreement (the “Agreement”) is made and entered into as of December 1, 2023, by and among Nicholas Cooper (the “Executive”), Volato Group, Inc (fka PROOF Acquisition Corp I, the “Parent”), and Volato, Inc. (the “Company,” and together with the Parent, the “Companies”).
WARRANT AGREEMENTWarrant Agreement • December 6th, 2021 • PROOF Acquisition Corp I • Blank checks • New York
This agreement (“Agreement”) is made as of November 30, 2021 between PROOF Acquisition Corp I, a Delaware corporation, with offices at 11911 Freedom Drive, Suite 1080, Reston, VA 20190 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK VOLATO GROUP, INC.Warrant to Purchase Shares of Common Stock • May 23rd, 2024 • Volato Group, Inc. • Air transportation, nonscheduled
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Original Issuance Date (the “Initial Exercise Date”) and on or prior to 5:00 pm (New York City time) on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from VOLATO GROUP, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractAircraft Management Services Agreement • September 3rd, 2024 • Volato Group, Inc. • Air transportation, nonscheduled • Delaware
COMPANY STOCKHOLDER LOCK-UP AGREEMENT1Company Stockholder Lock-Up Agreement • August 18th, 2023 • PROOF Acquisition Corp I • Blank checks • Delaware
THIS COMPANY STOCKHOLDER LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], 2023, by and between the undersigned (the “Holder”) and PROOF Acquisition Corp I (prior to the Effective Time (as defined in the Merger Agreement (as defined below)), the “Acquiror,” and at and after the Effective Time, “PubCo”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 6th, 2021 • PROOF Acquisition Corp I • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of November 30, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between PROOF Acquisition Corp I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
STRICTLY CONFIDENTIALAdvisory Engagement Amendment • December 7th, 2023 • Volato Group, Inc. • Air transportation, nonscheduled
This is an amendment (the “Amendment”) to the advisory engagement agreement dated October 16, 2023 between Volato, Inc. (“Volato”) and Roth Capital Partners, LLC (“Roth”), hereinafter (the “Agreement”).
AMENDMENT to LETTER AGREEMENTLetter Agreement • December 7th, 2023 • Volato Group, Inc. • Air transportation, nonscheduled
THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is entered into as of December 1, 2023, by and between BTIG, LLC (“BTIG”), and Volato, Inc. (the “Company”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the engagement letter dated November 28, 2022, by and between BTIG and the Company (the “Agreement”).
Volato is a full-service private aviation company operating a floating fleet of private jets across the United States with programs including fractional ownership, jet card and deposit programs, aircraft management services, and on- demand charter...Business Combination Agreement • August 2nd, 2023 • PROOF Acquisition Corp I • Blank checks
ATLANTA, GA – (August 2, 2023) – Volato, an innovator in private aviation, announced today that it has entered into a business combination agreement with PROOF Acquisition Corp I (“PACI”) (NYSE: PACI), a Special Purpose Acquisition Company, that will result in Volato becoming a publicly traded company. Upon the close of the transaction, the combined entity is expected to trade under the ticker symbol “SOAR” and will adopt Volato as the corporate operating brand. Volato CEO and Co-Founder Matt Liotta will lead the combined company. Once completed, the transaction will provide Volato with the capital to execute on its vision to transform the private aviation industry by delivering innovative solutions that benefit the company, its customers, and the broader industry.
FORM OF 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...Convertible Note • December 5th, 2024 • Volato Group, Inc. • Air transportation, nonscheduled
506663188_v1 AIRCRAFT PURCHASE AND SALE AGREEMENT THIS AIRCRAFT PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into effective as of August 9, 2024 (the “Effective Date”) by and among VOLATO, INC., a Georgia corporation (the “Seller”), and...Aircraft Purchase and Sale Agreement • August 16th, 2024 • Volato Group, Inc. • Air transportation, nonscheduled • New York
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 2nd, 2023 • PROOF Acquisition Corp I • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2023, by and among Volato, Inc., a Georgia corporation (the “Company”), PROOF Acquisition Corp I, a Delaware corporation (the “Acquiror” and as of immediately following the Effective Time, “PubCo”) and PROOF Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT to LETTER AGREEMENTLetter Agreement • December 7th, 2023 • Volato Group, Inc. • Air transportation, nonscheduled
THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is entered into as of November 30, 2023, by and between LSH Partners Securities LLC (“LSHP”), and PROOF Acquisition Corp I (the “Company”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the engagement letter dated July 26, 2023, by and between LSHP and the Company (the “Agreement”).
VOLATO GROUP, INC. Stock Option AgreementStock Option Agreement • August 29th, 2024 • Volato Group, Inc. • Air transportation, nonscheduled • Delaware
THIS AGREEMENT (together with the Grant Notice attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on the Grant Notice, is between VOLATO GROUP, INC., a Delaware corporation (the “Company”), and the individual identified on the Grant Notice attached hereto, an Employee, Director or Independent Contractor of the Company or an Affiliate (the “Participant”).
PROOF Acquisition Corp IOffice Space and Administrative Services Agreement • December 6th, 2021 • PROOF Acquisition Corp I • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of PROOF Acquisition Corp I (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), PROOF Acquisition Sponsor I, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 11911 Freedom Drive, Suite 1080, Reston, VA 20190 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly ther
VOLATO, INC. EMPLOYEE INVENTION ASSIGNMENT, RESTRICTIVE COVENANTS, AND CONFIDENTIALITY AGREEMENTEmployee Invention Assignment, Restrictive Covenants, and Confidentiality Agreement • January 16th, 2024 • Volato Group, Inc. • Air transportation, nonscheduled • Delaware
This Employee Invention Assignment, Restrictive Covenants, and Confidentiality Agreement (the “Agreement”) is made and entered into as of January __, 2024, to be effective December 1, 2023 (the “Effective Date”), by and among [Employee Name] (the “Employee”), Volato Group, Inc. (fka PROOF Acquisition Corp I, the “Parent”) and Volato, Inc. (the “Company”).
October 16, 2023 STRICTLY CONFIDENTIAL Mr. Keith Rabin President Volato, Inc.Advisory Engagement • November 3rd, 2023 • PROOF Acquisition Corp I • Air transportation, nonscheduled
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 23rd, 2021 • PROOF Acquisition Corp I • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between PROOF Acquisition Corp I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • November 23rd, 2021 • PROOF Acquisition Corp I • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 2021 between PROOF Acquisition Corp I, a Delaware corporation, with offices at 11911 Freedom Drive, Suite 1080, Reston, VA 20190 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 4, 2024, is by and among Volato Group, Inc., a Delaware corporation with offices located at 1954 Airport Road, Suite 124, Chamblee, GA 30341 (the...Securities Purchase Agreement • December 5th, 2024 • Volato Group, Inc. • Air transportation, nonscheduled • Delaware
Lock-Up AgreementLock-Up Agreement • May 23rd, 2024 • Volato Group, Inc. • Air transportation, nonscheduled
BUSINESS COMBINATION AGREEMENT by and among PROOF ACQUISITION CORP I PACI MERGER SUB, INC.Business Combination Agreement • August 2nd, 2023 • PROOF Acquisition Corp I • Blank checks • Delaware
This Business Combination Agreement, dated August 1, 2023 (this “Agreement”), is made and entered into by and among PROOF Acquisition Corp I, a Delaware corporation (“PACI”), PACI Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of PACI (“Merger Sub”), and Volato, Inc., a Georgia corporation (the “Company”). Each of PACI, Merger Sub, and the Company are referred to herein individually as a “Party” and collectively as the “Parties.”
PRE-DELIVERY PAYMENT AGREEEMENTPre-Delivery Payment Agreement • December 7th, 2023 • Volato Group, Inc. • Air transportation, nonscheduled
THIS PRE-DELIVERY PAYMENT AGREEMENT (this “PDP Agreement”) is dated effective as of October 5, 2022 (the “Effective Date”), by and between SAC LEASING V280, LLC, a Delaware limited liability company, as lender (“PDP Lender”), and VOLATO, INC., a Georgia corporation, as borrower (“PDP Borrower”).
