0001493152-25-007722 Sample Contracts

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF FEBRUARY 13, 2025 by and among FLYEXCLUSIVE, INC., FLYX MERGER SUB, INC., JET.AI INC. and JET.AI SPINCO, INC.
Agreement and Plan of Merger and Reorganization • February 20th, 2025 • Jet.AI Inc. • Air transportation, nonscheduled • Delaware

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of February 13, 2025, is entered into by and among flyExclusive, Inc., a Delaware corporation (“Parent”), FlyX Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Jet.AI Inc., a Delaware corporation (the “Company”), and Jet.AI SpinCo, Inc., a Delaware corporation and, as of the date of this Agreement, wholly owned Subsidiary of the Company (“SpinCo”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.” Terms with initial capitalized letters used herein (including in the immediately preceding sentence) and not otherwise defined herein have the meanings set forth in Section 1.1 hereof.

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SEPARATION AND DISTRIBUTION AGREEMENT DATED AS OF FEBRUARY 13, 2025 by and among JET.AI INC., JET.AI SPINCO, INC. and FLYEXCLUSIVE, INC.
Separation and Distribution Agreement • February 20th, 2025 • Jet.AI Inc. • Air transportation, nonscheduled • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of February 13, 2025, is entered into by and among Jet.AI Inc., a Delaware corporation (“Jet.AI”), Jet.AI SpinCo, Inc., a Delaware corporation and a wholly owned subsidiary of Jet.AI (“SpinCo”), and flyExclusive, Inc., a Delaware corporation (“flyExclusive”). “Party” or “Parties” means Jet.AI and SpinCo, individually or collectively, as the case may be. Terms with initial capitalized letters used herein (including in the immediately preceding sentence) and not otherwise defined herein have the meanings set forth in Section 1.1 hereof.

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SUPPORT AGREEMENT
Support Agreement • February 20th, 2025 • Jet.AI Inc. • Air transportation, nonscheduled • Delaware

This SUPPORT AGREEMENT (this “Agreement”), dated as of February 14, 2025, is by and among flyExclusive, Inc., a Delaware corporation (“Parent”), FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and each of the persons set forth on Schedule I attached hereto (each, a “Equityholder”, and collectively, the “Equityholders”).

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