Volato Group entered into a Securities Purchase Agreement on December 4, 2024, for the issuance of 10% original issue discount senior unsecured convertible notes totaling up to $36M. The initial tranche of $4.5M was sold at a 10% discount for $4.05M, maturing December 4, 2025. The notes are convertible into Class A common stock at an initial price of $0.366 per share.The conversion price will be subject to quarterly adjustments starting from the third month, potentially reducing to 90% of the lowest daily VWAP during the preceding 10 trading days. The notes carry a 4% annual interest rate, increasing to 18% upon default. Additional tranches are contingent on various conditions, including trading volume requirements and maintaining outstanding principal below $2M.The agreement requires shareholder approval within 75 days for the issuance of conversion shares, with a 19.99% cap on total shares issued prior to approval. The company must file a registration statement within 30 days for the resale of conversion shares, with effectiveness targeted within 60 days of closing.

Volato Group entered into a Securities Purchase Agreement on December 4, 2024, for the issuance of 10% original issue discount senior unsecured convertible notes totaling up to $36M. The initial tranche of $4.5M was sold at a 10% discount for $4.05M, maturing December 4, 2025. The notes are convertible into Class A common stock at an initial price of $0.366 per share.The conversion price will be subject to quarterly adjustments starting from the third month, potentially reducing to 90% of the lowest daily VWAP during the preceding 10 trading days. The notes carry a 4% annual interest rate, increasing to 18% upon default. Additional tranches are contingent on various conditions, including trading volume requirements and maintaining outstanding principal below $2M.The agreement requires shareholder approval within 75 days for the issuance of conversion shares, with a 19.99% cap on total shares issued prior to approval. The company must file a registration statement within 30 days for the resale of conversion shares, with effectiveness targeted within 60 days of closing.