Material Agreement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

As previously disclosed, on September 2, 2024, Volato Group, Inc., a Delaware corporation (the "Company"), entered into an Aircraft Management Services Agreement (as subsequently amended, the "Agreement") with flyExclusive, Inc. ("flyExclusive"), pursuant to which the Company engaged flyExclusive as an independent contractor to provide certain aircraft management services and agreed that flyExclusive would be the exclusive provider of such services to the Company. As part of the Agreement, the Company granted flyExclusive the right to cause the Company to merge with and into a wholly owned subsidiary of flyExclusive (the "flyExclusive Merger Option").

Subsequently, and as previously disclosed, on July 28, 2025, the Company entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Volato Merger Subsidiary, Inc., a Nevada corporation and wholly-owned subsidiary of the Company ("Merger Sub"), and M2i Global, Inc., a Nevada corporation specializing in the development and execution of a complete global value supply chain for critical minerals ("M2i Global"), pursuant to which Merger Sub will merge with and into M2i Global, with M2i Global surviving the merger as a wholly-owned subsidiary of the Company (together with all other transactions contemplated by the Merger Agreement, the "M2i Global Merger"). The M2i Global Merger is subject to approval by the Company's stockholders and other customary closing conditions.

On October 1, 2025, the Company entered into a Fourth Amendment to Aircraft Management Services Agreement (the "Amendment") with flyExclusive to bring the Agreement in line with Company's pending shift in operations, new business directives, and to better accommodate the proposed M2i Global Merger. The Amendment (i) modifies the term of the Agreement; (ii) grants flyExclusive, subject to certain terms and conditions, the right to purchase certain aviation-related assets from the Company and assume certain obligations of the Company (the "flyExclusive Asset Option"); (iii) grants the Company, subject to certain terms and conditions, the right to sell certain aviation-related assets to flyExclusive and assign certain obligations of the Company to flyExclusive (the "Company Asset Option," and collectively with the flyExclusive Asset Option, the "Asset Options"); (iv) adds the obligation for flyExclusive to pay the Company $100,000 upon execution of the Amendment as settlement of net payables owed by flyExclusive to the Company under the terms of the Agreement (the "Net Payables Obligation"); and (v) modifies the material terms of the flyExclusive Merger Option, including that the flyExclusive Merger Option is to be only exercisable in the event that the Company and M2i Global terminate the Merger Agreement. The purchase price for the Asset Options and the Net Payables Obligations may be paid by flyExclusive in cash or shares of flyExclusive Class A common stock, at the sole discretion of flyExclusive. flyExclusive elected to pay the Net Payables Obligation by issuing the Company 20,576 shares of Class A common stock upon the receipt of all necessary approvals and conditions.