Material Agreement (Form 8-K)

On January 16, 2026, Jet.AI Inc. (the "Company"), Hexstone Capital, LLC ("Hexstone"), and Ionic Ventures, LLC (together with Hexstone, the "Investors" and the Investors together with the Company, the "Parties") entered into a letter agreement (the "Letter Agreement") setting forth certain understandings and agreements among the Company and the Investors related to that certain Securities Purchase Agreement dated March 28, 2024 (the "SPA"), and the documents and agreements entered into by the Parties in connection therewith.

Concurrent with the execution of the Letter Agreement, the holder of the Company's Series B convertible preferred stock elected to convert all of the Company's remaining outstanding shares of Series B convertible preferred stock in full. This means that the Investors have fully exercised the warrant which was issued pursuant to the SPA and have converted all of the shares of Series B convertible preferred stock underlying the warrant.

Pursuant to the Letter Agreement, the Investors agreed to refrain from taking certain action to protect their legal rights under the SPA, and the related documents and agreements among the Parties, as further described in the Letter Agreement. As consideration for the consent of the Investors, pursuant to Section 8(d) of the Company's Certificate of Designation for the Series B Convertible Preferred Stock, the Parties agreed to change the conversion price of the Series B convertible preferred stock to be equal to the lowest trading price of the Company's common stock in the ten trading days prior to the date the shares of Series B convertible preferred stock were converted.

Except as described above, the rights and preferences of the Series B convertible preferred stock, which have been described in various reports previously filed by the Company with the SEC, did not change.

The above summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.