Volato Group, Inc.

Footnotes

F1

The Series A and Series A-1 preferred stock is convertible on or after the later of the Stockholder Approval Date and the Charter Amendment Effectiveness Date, each as defined in the applicable Certificate of Designations, except that if the Class A Common Stock ceases to be listed on the NYSE American or another Eligible Market, the preferred stock is convertible upon the Charter Amendment Effectiveness Date.↩ 1↩ 2

F2

The preferred stock is perpetual and therefore has no expiration date.↩ 1↩ 2

F3

Received on September 11, 2026 pursuant to the Agreement and Plan of Merger dated August 25, 2026, as amended, by and among the Issuer, Volato Alignment Merger Sub, LLC and Alignment Engine Inc. At the effective time of the merger, the capital stock of Alignment Engine Inc. held by the reporting person were converted into the right to receive the reported shares of preferred stock. Each share of Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock has a Stated Value of $641.5267 and is convertible into the number of shares of Class A Common Stock equal to the Stated Value divided by the Conversion Price, initially $0.1537, subject to adjustment. Fractional shares are rounded up to the nearest whole share.↩ 1↩ 2

F4

The warrant is not exercisable until the Issuer's stockholders approve the exercise of the Volato options and warrants issued as part of the merger consideration.↩ 1↩ 2↩ 3↩ 4↩ 5↩ 6↩ 7↩ 8↩ 9↩ 10

F5

Issued on September 11, 2026 pursuant to the Agreement and Plan of Merger dated August 25, 2026, as amended, by and among the Issuer, Volato Alignment Merger Sub, LLC and Alignment Engine Inc. At the effective time of the merger, the reporting person's warrants to purchase common stock of Alignment Engine Inc. were cancelled and replaced with warrants to purchase Class A Common Stock of the Issuer, in amounts and at exercise prices reflecting the ratio of the merger consideration, as set forth in the Aligned Final Allocation Schedule. The warrants carry substantially the same terms, including vesting and duration, as the cancelled warrants.↩ 1↩ 2↩ 3↩ 4↩ 5↩ 6↩ 7↩ 8↩ 9↩ 10