Material Agreement Form 8 K

On September 24, 2024, Jet. AI Inc. (the "Company") and Ionic Ventures, LLC ("Ionic") entered into a letter agreement (the "Letter Agreement") that set forth certain understandings and agreements among the Company and Ionic 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.

Under the Letter Agreement Ionic agreed to refrain from taking action to protect its legal rights under the SPA, and the related documents and agreements among the parties, related to certain actions and transactions identified in the Letter Agreement the Company has undertaken or effected prior to the date of the Letter Agreement. In consideration for the waiver, the Company agreed to a release of Ionic and its affiliates and agreed to issue to Ionic 50 shares of the Company's Series B Convertible Preferred Stock. The rights and preferences of the Series B Convertible Preferred Stock have been described in various reports previously filed by the Company with the Securities and Exchange Commission.

The offer and sale of the Series B Convertible Preferred Stock under the Letter Agreement was not registered under the Securities Act of 1933, as amended (the "Securities Act"), and such shares were offered and sold pursuant to the exemptions from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder .

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