Volato Group (SOAR) investor relations material

Significant events and developments

• On March 6, 2026, a Fifth Amendment to the Aircraft Management Services Agreement was executed between the company and flyExclusive, Inc., enabling the sale of certain unused intellectual property assets for $1.3 million, payable in cash or flyExclusive stock.

• The amendment formalizes asset options, allowing either party to trigger the sale or purchase of designated aviation-related assets, with a total purchase price cap of $2 million, payable in cash or flyExclusive shares at flyExclusive's discretion.

• The assets covered include both "Vaunt" and "Non-Vaunt" assets, with detailed schedules specifying included and excluded assets, intellectual property, contracts, and deferred revenue.

• The agreement includes robust representations, warranties, and indemnification provisions, with specific caps on indemnification obligations and detailed procedures for claims.

• The transaction structure allows for flexibility in payment and asset selection, and includes mechanisms for transition services, cooperation on tax matters, and post-closing support.

Capital allocation and financing

• The $1.3 million sale of unused intellectual property assets to flyExclusive represents a monetization of non-core assets, with $700,000 in remaining assets potentially available for future sale under the agreement.

• Payment for assets can be made in cash or flyExclusive stock, with the value of stock determined by a 30-day VWAP prior to the determination date.

Risk factors and uncertainties

• The agreement contains standard indemnification and limitation of liability clauses, with indemnification for breaches of fundamental representations capped at $2 million and other representations at $200,000.

• The transaction excludes transfer of general know-how, non-designated intellectual property, and certain business records, which may limit the buyer's ability to fully leverage the acquired assets.