Material Agreement Form 8 K

On October 10, 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. Such actions include the Company's filing of an amendment to the registration statement on Form S-1 (File No. 333-281911) (the "S-1") with the U.S. Securities and Exchange Commission (the "SEC") and a proposed registered direct offering (the "Proposed Offering"). In consideration of Ionic's consent, the Company has agreed to, among other things, change the Conversion Measurement Period (as defined in the Certificate of Designation for the Series B Convertible Preferred Stock of the Company (the "CoD")) for the 200 shares of Series B Convertible Preferred Stock that Ionic holds to begin on March 28, 2024 and to end in accordance with the CoD. The rights and preferences of the Series B Convertible Preferred Stock have been described in various reports previously filed by the Company with the SEC.

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.