REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2021 • Oxbridge Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 11, 2021, is made and entered into by and among Oxbridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), Maxim Partners LLC (“Maxim”) and OAC Sponsor, Ltd., a Cayman Islands exempted company (the “Sponsor,” together with Maxim and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2023 • Jet.AI Inc. • Air transportation, nonscheduled
10,000,000 Units Oxbridge Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 17th, 2021 • Oxbridge Acquisition Corp. • Blank checks • New York
The undersigned, Oxbridge Acquisition Corp., a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 17th, 2021 • Oxbridge Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 11, 2021, by and between Oxbridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Oxbridge Acquisition Corp. c/o Suite 201, 42 Edward Street Georgetown, Grand Cayman Cayman IslandsOxbridge Acquisition Corp. • July 19th, 2021 • Blank checks • New York
Oxbridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer OAC Sponsor Ltd., a Cayman Islands exempted company, (the “Subscriber” or “you”) has made to subscribe for 2,875,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class B Shares will convert into Class A shares on a one-for-one basis, subject to adjustment, upon the
WARRANT AGREEMENTWarrant Agreement • August 17th, 2021 • Oxbridge Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 11, 2021, is by and between Oxbridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 30th, 2021 • Oxbridge Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [____], 2021, by and between Oxbridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • September 27th, 2021 • Oxbridge Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 11, 2021, by and between Oxbridge Acquisition Corp, a Cayman Islands exempted company (the “Company”), and the undersigned indemnitee (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • August 14th, 2023 • Jet.AI Inc. • Air transportation, nonscheduled • New York
This WARRANT AGREEMENT (this “Agreement”), dated as of August 10, 2023, is by and between JET.AI INC., a Delaware corporation (the “Company”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as warrant agent (the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2023 • Jet.AI Inc. • Air transportation, nonscheduled • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of August __, 2023 between Jet.AI Inc., a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2023 • Oxbridge Acquisition Corp. • Air transportation, nonscheduled
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of the date first above written, by and among JET TOKEN INC., a corporation incorporated under the laws of the State of Delaware whose registered office is at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135 (the “Company”), GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (“Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with Purchaser, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined below).
SHARE PURCHASE AGREEMENT dated as of August 4, 2022 by and among JET TOKEN INC., GEM GLOBAL YIELD LLC SCS and GEM YIELD BAHAMAS LIMITEDShare Purchase Agreement • May 11th, 2023 • Oxbridge Acquisition Corp. • Air transportation, nonscheduled • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written by and among JET TOKEN INC., a corporation incorporated under the laws of the State of Delaware whose registered office is at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135 (the “Company”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N- 4875, Nassau, The Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”).
August 11, 2021 Oxbridge Acquisition Corp. Suite 201, 42 Edward Street Georgetown, Grand Cayman, Cayman IslandsLetter Agreement • August 17th, 2021 • Oxbridge Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Oxbridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one redeemable warrant. Each warrant (a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 (F
SUBSCRIPTION AGREEMENTSubscription Agreement • August 7th, 2023 • Oxbridge Acquisition Corp. • Air transportation, nonscheduled
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 6, 2023, by and among Oxbridge Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned subscriber (“Subscriber”).
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller, OXAC and Target on the Trade Date specified below. The term “Counterparty” refers to OXAC...Oxbridge Acquisition Corp. • August 7th, 2023 • Air transportation, nonscheduled
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, OXAC and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 17th, 2021 • Oxbridge Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 11, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Oxbridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), Maxim Partners, LLC, a Delaware limited liability company (“Maxim”) and OAC Sponsor, Ltd., a Cayman Islands Exempted company (“Sponsor” and together with Maxim, each a “Purchaser” and collectively, the “Purchasers”).
LOCK-UP AGREEMENTLock-Up Agreement • August 14th, 2023 • Jet.AI Inc. • Air transportation, nonscheduled • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August __, 2023 by and between (i) Oxbridge Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”), and (ii) __________ (the “Subject Party”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
OXBRIDGE ACQUISITION CORP. Suite 201, 42 Edward Street George Town, Grand Cayman Cayman IslandsOxbridge Acquisition Corp. • August 17th, 2021 • Blank checks • New York
This letter agreement by and between Oxbridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), and OAC Sponsor Ltd., dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. PREFERRED CHARTER AGREEMENTPreferred Charter Agreement • June 6th, 2023 • Oxbridge Acquisition Corp. • Air transportation, nonscheduled
This Amended and Restated Preferred Charter Agreement (the “Agreement”) is entered into as of August 22nd, 2022, by and between Cirrus Aviation Services (“CAV”) and Jet Token Management (“JTM”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • February 28th, 2023 • Oxbridge Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 24, 2023 (this “Agreement”), by and among Oxbridge Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), OXAC Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror (“First Merger Sub”), OXAC Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Acquiror (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), and Jet Token, Inc., a Delaware corporation (the “Company”).
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • January 17th, 2024 • Jet.AI Inc. • Air transportation, nonscheduled • New York
This Warrant Exchange Agreement (this “Agreement”) is made and entered into as of ________ (the “Effective Date”), by and among Jet.AI Inc., a Delaware corporation (the “Company”), and _________ (the “Holder” and, together with the Company, the “parties”).
EXECUTIVE AIRCRAFT MANAGEMENT AND CHARTER SERVICES AGREEMENTExecutive Aircraft Management and Charter Services Agreement • June 6th, 2023 • Oxbridge Acquisition Corp. • Air transportation, nonscheduled
This EXECUTIVE AIRCRAFT MANAGEMENT AND CHARTER SERVICES AGREEMENT (hereinafter referred to as the “Agreement”) is entered into as of the 16th day of November 2020 (the “Effective Date”) by and between GREAT WESTERN AIR, LLC, an Arizona limited liability company (“Manager”) and Jet Token Management Inc., a California Corporation (“Client”) (Manager and Client may be hereinafter referred to collectively as the “Parties” and/or individually as a “Party”) and is made with reference to the following recitals:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2024 • Jet.AI Inc. • Air transportation, nonscheduled
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 29, 2024 (the “Signing Date”), by and between Jet.AI Inc., a Delaware corporation (the “Company”), and the undersigned signatory hereto (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement, dated the date hereof, by and between the Company and the Buyer (the “Purchase Agreement”).
Amendment No. 1 to BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement • May 11th, 2023 • Oxbridge Acquisition Corp. • Air transportation, nonscheduled • Delaware
This Amendment No. 1 to BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of May 11, 2023 (the “Amendment Date”) by and among Oxbridge Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), OXAC Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror (“First Merger Sub”), Summerlin Aviation LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Acquiror (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), and Jet Token, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement (as defined below).
INDEPENDENT CONTRACTOR CONFIDENTIALITY AND OWNERSHIP OF INTELLECTUAL PROPERTY AGREEMENTIndependent Contractor Confidentiality and Ownership of Intellectual Property Agreement • June 6th, 2023 • Oxbridge Acquisition Corp. • Air transportation, nonscheduled • Nevada
This Independent Contractor Confidentiality and Ownership of Intellectual Property Agreement (this “Agreement”) is made and entered into, as of the later date printed on the signature page (“Effective Date”), by and between Jet Token Inc. (the “Company”), having a principal place of business at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135 and the contractor named on the signature page attached hereto (“Contractor”).
FORWARD PURCHASE AGREEMENT CONFIRMATION SECOND AMENDMENTForward Purchase Agreement • October 10th, 2023 • Jet.AI Inc. • Air transportation, nonscheduled
THIS FORWARD PURCHASE AGREEMENT CONFIRMATION SECOND AMENDMENT, dated as of October 2nd, 2023 (this “Second Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”), (iv) Jet.AI Inc., a Delaware corporation (f/k/a Oxbridge Acquisition Corp.) (“PubCo”) and (v) Jet Token Inc., a Delaware corporation (“Target”).
AIRCRAFT LEASE (MSN 42000181)Aircraft Lease • May 11th, 2023 • Oxbridge Acquisition Corp. • Air transportation, nonscheduled • New York
THIS AIRCRAFT LEASE (MSN 42000181) (together with all Supplements, Riders and Addenda hereto, this “Lease”) is dated as of November 23, 2021 (the “Closing Date”) by and between WESTERN FINANCE COMPANY, an Arizona corporation, as lessor (“Lessor”), and GALILEE 1 SPV LLC, a Delaware limited liability company, as lessee (“Lessee”). Capitalized and certain other terms used but not otherwise defined in this Lease shall have the meanings ascribed to them in Annex A attached hereto and made a part hereof.
VOTING AGREEMENTVoting Agreement • April 1st, 2024 • Jet.AI Inc. • Air transportation, nonscheduled • New York
VOTING AGREEMENT, dated as of March 29, 2024 (this “Agreement”), by and between Jet.AI Inc., a Delaware corporation with offices located at 10845 Griffith Peak Dr., Suite 200, Las Vegas, NV 89135 (the “Company”) and the stockholders whose names appear on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).
INDEPENDENT CONTRACTOR SERVICES AGREEMENTIndependent Contractor Services Agreement • June 6th, 2023 • Oxbridge Acquisition Corp. • Air transportation, nonscheduled • Nevada
This Independent Contractor Services Agreement (this “Agreement”) is made and entered into, as of the later date printed on the signature page (“Effective Date”), by and between Jet Token Inc. (the “Company”), having a principal place of business at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135 and the contractor named on the signature page attached hereto (“Contractor”).
SETTLEMENT AGREEMENTSettlement Agreement • August 14th, 2023 • Jet.AI Inc. • Air transportation, nonscheduled • Delaware
This SETTLEMENT AGREEMENT (this “Agreement”) is dated as of August 10, 2023, by and between Oxbridge Acquisition Corp. (together with its parents, subsidiaries and affiliates, “Oxbridge”)1, Jet Token Inc. (together with it parents, subsidiaries and affiliates, “Jet Token”) and OAC Sponsor Ltd. (together with its parents, subsidiaries and affiliates, “Sponsor”). Sponsor and Sponsor are each sometimes referred to herein individually as a “Party” and together as the “Parties.”
ContractHondajet Fleet Purchase Agreement • May 11th, 2023 • Oxbridge Acquisition Corp. • Air transportation, nonscheduled
****Certain confidential portions of this document have been intentionally omitted from this exhibit and will be separately filed with the Securities and Exchange Commission (the “Commission”).
SETTLEMENT AGREEMENTSettlement Agreement • August 14th, 2023 • Jet.AI Inc. • Air transportation, nonscheduled • New York
This SETTLEMENT AGREEMENT (this “Agreement”) is dated as of August 10, 2023, by and between Oxbridge Acquisition Corp. (together with its parents, subsidiaries and affiliates, “Oxbridge”)1, Jet Token Inc. (together with it parents, subsidiaries and affiliates, “Jet Token”) and Maxim Group LLC (together with its parents, subsidiaries and affiliates, “Maxim”). Oxbridge and Maxim are each sometimes referred to herein individually as a “Party” and together as the “Parties.”
AMENDED AND RESTATED OFFER LETTER PERSONAL AND CONFIDENTIALJet.AI Inc. • August 14th, 2023 • Air transportation, nonscheduled
This Amended and Restated Offer Letter (this “Offer Letter”) is entered into as of August 8, 2023 (“Execution Date”) by and between Jet.AI Inc. (the “Company”) and you.
OAC Sponsor Ltd. Suite 201, 42 Edward Street Georgetown, Grand Cayman, Cayman IslandsLetter Agreement • August 14th, 2023 • Jet.AI Inc. • Air transportation, nonscheduled
Reference is made to that certain Business Combination Agreement and Plan of Reorganization, dated as of February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated as of May 11, 2023 (as amended, the “Business Combination Agreement”), by and among Oxbridge Acquisition Corp., a Cayman Islands exempted company (“Oxbridge”), OXAC Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Oxbridge (“First Merger Sub”), Summerlin Aviation LLC (f/k/a OXAC Merger Sub II, LLC), a Delaware limited liability company and a direct wholly owned subsidiary of Oxbridge (“Second Merger Sub”), and Jet Token Inc., a Delaware corporation (“Jet Token”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 19th, 2024 • Jet.AI Inc. • Air transportation, nonscheduled • New York
This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Jet.AI Inc., Inc., a Delaware corporation (the “Company”), that Maxim shall serve as the exclusive placement agent for the Company, on a “commercially reasonable efforts” basis, in connection with the proposed placement (the “Placement”) of certain securities of the Company (the “Securities”). The terms of the Placement shall be mutually agreed upon by the Company, Maxim and the purchasers of the Securities (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Maxim would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement, including the Purchase Agreement (as hereinafter defined) shall be collectively referred
