Volato Group, Inc.

During the Investment Period, the Company may direct the Investor to purchase ELOC Shares by delivering to the Investor up to two written notices per trading day (each, a “Put Notice”) covering an aggregate of no more than $6,000,000 in ELOC Shares. The purchase price for the ELOC Shares designated in the first Put Notice is the lesser of (i) the lowest traded price of the Company’s common stock on the date the Put Notice is delivered and (ii) the average of the three lowest closing sale prices of the Company’s common stock during the 10 consecutive trading day period immediately preceding that same date, subject to a floor price of $0.21 (as may be adjusted for any reorganization, recapitalization, stock split, reverse stock split or other similar transaction, the “Floor Price”).

As consideration for the Investor’s execution and delivery of the ELOC Purchase Agreement, the Company agreed to issue the Investor (i) 3,646,974 shares of common stock (the “Commitment Shares”) and (ii) 13,058 shares of Series B convertible preferred stock that are convertible into an aggregate of 56,528,082 shares of common stock, subject to adjustment (the “Series B Preferred Stock”

In connection with the ELOC Purchase Agreement, on October 9, 2026, the Company filed a Certificate of Designation, Preferences, and Rights of Series B Preferred Stock (the “Certificate of Designation”) with the Delaware Secretary of State to create and establish the rights, preferences, powers, and restrictions of the Series B Preferred Stock. The Series B Preferred Stock ranks senior to the Company’s common stock and junior to its Series A preferred stock and Series A-1 preferred stock. Holders of the Series B Preferred Stock are entitled to receive dividends paid and distributions made to holders of the Company’s common stock on an as-converted basis. The Series B Preferred Stock is only convertible following (i) stockholder approval of the issuance of shares of the Company’s common stock upon the full conversion of the Series B Preferred Stock (the “Stockholder Approval”), and (ii) the effectiveness of an amendment to the Company’s Certificate of Incorporation authorizing sufficient shares of common stock for full conversion of the Series B Preferred Stock. Following such approvals, each share of Series B Preferred Stock shall be convertible, at the option of the holder, into 4,329 shares of the Company’s common stock, subject to adjustment and a 4.99% beneficial ownership limitation. Shares of the Series B Preferred Stock do not have voting rights prior to the date the Company receives the Stockholder Approval, except as required by law and for certain actions that would adversely affect holders of the Series B Preferred Stock. Thereafter, holders of the Series

Pursuant to the ELOC Registration Rights Agreement, the Company agreed, as promptly as practicable and by November 22, 2026, to file with the SEC an initial registration statement covering the resale by the Investor of the maximum number of shares of the Company’s common stock (i) pursuant to Put Notices delivered under the ELOC Purchase Agreement, (ii) as Commitment Shares, and (iii) in the event the Company receives the Stockholder Approval, the shares of the Company’s common stock issuable upon full conversion of all shares of the Series B Preferred Stock. In any event, the Company may only register shares of the Company’s common stock that are registrable in compliance with the Company’s Certificate of Incorporation, the rules and regulations of the NYSE American LLC, and applicable law. The Company is required to use commercially reasonable efforts to have the registration statement declared effective by the Securities and Exchange Commission at the earliest practicable date.