Form 8-K
8-K — Jet.AI Inc.
Accession: 0001493152-26-016168
Filed: 2026-04-10
Period: 2026-04-06
CIK: 0001861622
SIC: 4522 (AIR TRANSPORTATION, NONSCHEDULED)
Item: Entry into a Material Definitive Agreement
Item: Completion of Acquisition or Disposition of Assets
Item: Material Modifications to Rights of Security Holders
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-10.1 (ex10-1.htm)
EX-3.1 (ex3-1.htm)
EX-99.1 (ex99-1.htm)
EX-99.2 (ex99-2.htm)
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GRAPHIC (ex99-1_001.jpg)
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2026-04-06
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 6, 2026
Jet.AI
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
001-40725
93-2971741
(State
or other jurisdiction
(Commission
(I.R.S.
Employer
of
incorporation or organization)
File
Number)
Identification
No.)
10845
Griffith Peak Dr.
Suite
200
Las
Vegas, NV 89135
(Address
of principal executive offices)
(Registrant’s
telephone number, including area code) (702) 747-4000
None
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2.below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class:
Trading
Symbol
Name
of each exchange on which registered:
Common
Stock, par value $0.0001 per share
JTAI
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01
Entry
into a Material Definitive Agreement.
On
April 7, 2026, Jet.AI Inc. (the “Company”) entered into an Equity Certificates Subscription Agreement (the “Subscription
Agreement”) with VERSO Capital 2 SCSP (“Verso”) to subscribe for 8,347 equity certificates
(the “Certificates”) in Verso for an aggregate subscription price equal to $5,250,000, which included a five percent subscription
fee equal to $250,000. The applicable management fee and performance fee were each waived. On April 8, 2026, the Company completed the
subscription.
The
Certificates are issued by Verso and track shares of SpaceX preferred stock, which are held by a captable fund, with each
Certificate corresponding to one share of SpaceX preferred stock. The Certificates are redeemable by Verso, in its sole discretion in
cash or in kind, upon one or more Redemption Events (as defined in the Subscription Agreement).
The
foregoing summary of the terms of the Subscription Amendment is subject to, and qualified in its entirety by, the agreement itself, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
2.01
Completion
of Acquisition or Disposition of Assets.
The
information set forth under Item 1.01 above is incorporated into this Item 2.01 by reference.
Item
3.03
Material
Modification to Rights of Security Holders.
As
previously disclosed, on December 19, 2025, the Company’s stockholders approved a proposal to grant the Company’s board of
directors (the “Board”) the discretion to amend the Company’s Certificate of Incorporation to effect a reverse stock
split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share, at a ratio not less than one-for-two
and not greater than one-for-two hundred fifty, with the exact ratio to be set within that range at the discretion of the Board without
further approval or authorization of the Company’s stockholders.
On
March 9, 2026, the Board unanimously approved a 1-for-200 reverse stock split of the Company’s issued and outstanding common stock
(the “Reverse Stock Split”).
The
Company filed a Certificate of Amendment to its Certificate of Incorporation (the “Amendment”) with the Secretary of State
of the State of Delaware on April 7, 2026 to effect the Reverse Stock Split. The Amendment is filed as Exhibit 3.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Reason
for the Reverse Stock Split
The
Company effected the Reverse Stock Split to, among other things, regain compliance with the Nasdaq Stock Market LLC’s continued
listing rules, which require that the minimum bid price of the Company’s common stock be at least $1.00 per share.
Effects
of the Reverse Stock Split
Effective
Date
The
Reverse Stock Split became effective at 12:01 a.m. Eastern Time on April 8, 2026 (the “Effective Date”) and the Company’s
common stock began trading on a split-adjusted basis at the opening of the market on the Effective Date.
Symbol;
CUSIP Number
The
trading symbol for the Company’s common stock is “JTAI” and the new CUSIP number for the common stock following the
Reverse Stock Split is 47714H407.
Split
Adjustment; Treatment of Fractional Shares
On
the Effective Date, the total number of shares of common stock held by each stockholder of the Company was automatically converted into
a number of shares of common stock equal to the number of issued and outstanding shares of common stock held by such stockholder immediately
prior to the Reverse Stock Split, divided by 200. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders
of record otherwise entitled to receive fractional shares as a result of the Reverse Stock Split will receive a cash payment in lieu
of such fractional shares.
Also
on the Effective Date, all options, warrants, and other convertible securities of the Company outstanding immediately prior to the Reverse
Stock Split were adjusted by dividing the number of shares of common stock into which the options, warrants, and other convertible securities
are exercisable or convertible by 200, and multiplying the exercise or conversion price thereof by 200, all in accordance with the terms
of the plans, agreements, or arrangements governing such options, warrants, and other convertible securities. Such proportional adjustments
were also be made to securities issued and issuable under any equity compensation plan.
The
Reverse Stock Split affected all stockholders uniformly and each stockholder’s percentage ownership interest in the Company and
proportional voting power remains virtually unchanged except for any immaterial changes and adjustments that resulted from the treatment
of fractional shares. The Reverse Stock Split did not alter the par value of the common stock or result in a change of the total number
of authorized shares of common stock.
Item
5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth under Item 3.03 above is incorporated into this Item 5.03 by reference.
Item
7.01
Regulation
FD Disclosure.
On
April 6, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
On
April 8, 2026, the Company issued a press release announcing its entry into the Subscription Agreement. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
The
information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward
Looking Statements
This
Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal
securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are
not historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange.
Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements
are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our
beliefs and our assumptions. Such forward-looking statements include, but are not limited to, statements regarding our management team’s
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In
some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,”
“potential,” “predict,” “project,” “should,” or the negative of these terms or other
similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements
are subject to a number of risks and uncertainties (some of which are beyond our control) that may cause actual results or performance
to be materially different from those expressed or implied by such forward-looking statements. Accordingly, readers should not place
undue reliance on any forward-looking statements. These risks include risks relating to agreements with third parties; our ability to
obtain necessary stockholder approvals and the possibility that any proposed transactions do not close when expected or at all because
any required approvals or other conditions to closing are not received or satisfied on a timely basis or at all; our ability to raise
funding in the future, as needed, and the terms of such funding, including potential dilution caused thereby; our ability to continue
as a going concern; security interests under certain of our credit arrangements; our ability to maintain the listing of our common stock
on the Nasdaq Stock Market LLC; claims relating to alleged violations of intellectual property rights of others; the outcome of any current
legal proceedings or future legal proceedings that may be instituted against us; unanticipated difficulties or expenditures relating
to our business plan; and those risks detailed in our most recent Annual Report on Form 10-K and subsequent reports filed with the Securities
and Exchange Commission.
Forward-looking
statements speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.
Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
3.1
Certificate of Amendment to the Certificate of Incorporation of Jet.AI Inc.
10.1*
Equity Certificates Subscription Agreement, dated April 7, 2026, between Jet.AI Inc., VERSO Capital 2 SCSP, and Verso Management Ltd.
99.1
Press Release, dated April 6, 2026.
99.2
Press Release, dated April 8, 2026.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
* As permitted by Regulation S-K, Item 601(b)(10)(iv) of the Securities
Exchange Act of 1934, as amended, certain confidential portions of this exhibit have been redacted from the publicly filed document. The
Registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
JET.AI
INC.
By:
/s/
George Murnane
George
Murnane
Interim
Chief Financial Officer
April
10, 2026
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit
10.1
***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.
VERSO
CAPITAL 2 SCSP
duly
represented by its general partner
VERSO
Capital 2 GP S.à r.l.
as
Issuer
and
JET.AI
INC
as
Subscriber
and
VERSO
Management
as
Arranger
EQUITY
CERTIFICATES SUBSCRIPTION AGREEMENT
STRICTLY
PRIVATE AND CONFIDENTIAL
EQUITY
CERTIFICATES SUBSCRIPTION AGREEMENT
THIS
EQUITY CERTIFICATES SUBSCRIPTION AGREEMENT (the “Agreement”) is dated April 7, 2026 and is made by and between:
A. JET.AI
INC , a registered investor with registered address at 10845, Griffith Peak Dr, Las Vegas,
NV, USA (the “Subscriber”);
B. VERSO
Capital 2 SCSP, a Luxembourg special limited partnership (société en commandite
spéciale) with registered office at 2, avenue Charles de Gaulle, L 1653 Luxembourg,
Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies
under number 291900 duly represented by its general partner VERSO Capital 2 GP S.à
r.l., a private limited liability company (société à responsabilité
limitée) established under the laws of the Grand Duchy of Luxembourg, with registered
office at 2, avenue Charles de Gaulle, L 1653 Luxembourg, Grand Duchy of Luxembourg, registered
with the Luxembourg Register of Trade and Companies under number B290857 (the “Issuer”);
C. VERSO
Management Ltd, a limited liability company with registered office at Trident Chambers,
Wickhams Cay, P.O. Box 146, Road Town, Tortola VG1110 British Virgin Islands and registered
with the Registrar of Corporate Affairs under number 1901463 and holder of the Category II
licensed under the auspice of the FSC Financial Services Commission of the BVI (the “Arranger”,
and together with the Subscriber and the Issuer, the “Parties” or individually,
a “Party”).
RECITALS:
(A) The
Subscriber approached the Issuer through the Arranger, and after having obtained all relevant
information and materials from the Issuer, requested to subscribe to the Issuer’s Certificates
governed by the master terms and conditions dated April 7, 2026 (the “T&Cs”,
a copy of which are annexed hereto as Schedule 1), which the Subscriber declares to
have full knowledge thereof and expressly accepts to be bound thereby.
(B) The
Issuer intends to issue Certificates for a maximum amount of USD 100,000,000 which shall
track newly-converted XAI Series B Preferred Stock into SpaceX Preferred Stock on the basis
of a 1 : 0.1433 ratio (which shall be treated as the Assets or the Underlying Shares, as
the case may be, for purposes of the T&Cs). The Underlying Shares are held by [***], the Fund on the Captable of the Company, which shall be treated as
the Underlying Company for purposes of the T&Cs entitled to the USD 5,000,000.00 worth
of shares. The Subscriber intends to subscribe for 8,347 Certificates in the present issuance.
NOW
THEREFORE, in consideration of the mutual promises and other good and valuable consideration as set forth herein, and with the understanding
that the content of the recitals and Schedules forms an integral part of this Agreement, the Parties hereto agree as follows:
2
1.
DEFINITIONS AND INTERPRETATION
1.1.
RECITALS
Recitals
(A) to and including (B) above are an integral part of this Agreement.
1.2.
DEFINITIONS
Except
as otherwise defined herein or where the context shall otherwise require, all capitalised but undefined words below shall have the meaning
ascribed to them in the T&Cs
1.3.
In this Agreement:
1.3.1.
Clause headings are inserted
for convenience only and shall not affect the construction of this Agreement and unless otherwise specified, all references to Clauses
refer to Clauses of this Agreement and all references to Conditions refers to Conditions of the T&Cs.
1.3.2.
Unless the context otherwise
requires, words denoting the singular number shall include the plural and vice versa and words denoting any gender shall include all
genders.
1.3.3.
References to a person include
any body of persons corporate or unincorporate and include its successors in title and permitted transferees and assigns whether direct
or indirect.
1.3.4.
References to any agreement
or document are to be construed as references to such agreement or document as amended, replaced, novated or supplemented from time
to time.
1.3.5.
References to any statute
or other legislative provision shall include any statutory or legislative modification or re-enactment thereof, or any substitution
therefore.
1.3.6.
Where a French term has been
inserted in quotation marks and/or italics, such term alone (and not the English term to which it relates) shall be authoritative for
interpreting the respective provision.
2.
SUBSCRIPTION AND SUBSCRIPTION PRICE
The
Subscriber hereby agrees to subscribe for 8,347 Certificates with a par value of USD 599.00 each, (the “Subscribed ECs”)
for a total amount of USD 5,000,000.00 (the “Certificates Subscription Price”), by way of wire transfer of clear available
funds (taking into consideration any bank fees which shall be borne by the Subscriber) to the Paying Agent’s Account within three
(3) days of the date of the present Agreement, and, in addition, to pay the following one-off fee(s) (“One-Off Fee(s)”):
●
One time Subscription fee for 5% or USD 250,000.00.
The
total amount payable by the Subscriber upon Subscription shall not include any Management Fee. The Management Fee, as defined hereafter,
is usually fixed at the rate of 2.00% per year over 5 years. No annual management fee shall apply for this investment due to an exceptional
Management Decision.
The
total amount payable by the Subscriber upon Subscription, consisting of the Certificates Subscription Price and the Subscription Fee
shall amount to USD 5,250,000.00 only (the
3
“Total
Subscription Price”, the date of receipt of which shall be referred to as the “Closing Date”).
0. MANAGEMENT
FEE
The
Parties agree that Management Fee shall be waived by the Issuer.
1. PERFORMANCE
FEE/CARRIED INTEREST
The
Parties agree that there shall be no Performance Fee or Carry Interest.
5.
COMPLETION
The
Issuer hereby accepts such subscription and the full payment of the Total Subscription Price by the Subscriber for the Subscribed ECs
and undertakes to proceed to the issuance of the Subscribed ECs within 10 (ten) Business Days of the Closing Date (such issuance date
shall be treated as the Issue Date for purposes of the T&Cs) and to update the Certificate Register accordingly.
6. POWER
OF ATTORNEY
The
Subscriber hereby grants an, unconditional and irrevocable, power of attorney to VERSO Management Ltd (the Attorney) to
represent the Subscriber at any Meeting (as per condition 16 of the T&Cs) and authorizes the Attorney to waive convening notice formalities,
approve/vote in favour of any item on the agenda of the Meeting and, with the express approval of the Undersigned, add any item to the
agenda and, in addition, gives full power to the Attorney to sign all documents and do all acts necessary or useful in connection with
or in respect of the performance of this power of attorney, even though not specifically indicated, undertaking to ratify and confirm
such acts and signatures, if the need should arise.
The
Undersigned undertakes to fully indemnify the Attorney against all claims, losses, costs, expenses, damages or liability which the Attorney
sustains or incurs as a result of any action taken by him/her in good faith pursuant to this power of attorney, including any costs incurred
in enforcing this power of attorney.
7. REPRESENTATIONS
AND WARRANTIES BY THE ISSUER AND THE SUBSCRIBER
On
the date of this Agreement, the Issuer and the Subscriber make the following representations and warranties to each other regarding itself:
(a) it
(i) has the corporate power to enter into this Agreement; (ii) has taken all corporate actions
necessary to authorise the entry into and performance of this Agreement, and (iii) has duly
executed this Agreement;
(b) it
is entitled to hold directly or indirectly the Assets or Underlying Shares, as the case may
be
(c) this
Agreement constitutes it’s legal, valid, binding and enforceable obligations;
4
(d)
the
entry into and performance of, and the transactions contemplated by, this Agreement do not and will not:
(i) result
in a breach, violation or acceleration of, or a default under, any other agreement or instrument
to which it is a party or by which it is bound; or
(ii) result
in a breach of any law or regulation, of any judgment by any court, of any decision of a
governmental authority or any arbitration award by which it is bound;
8.
ACKNOWLEDGMENTS, REPRESENTATIONS AND WARRANTIES BY
THE SUBSCRIBER
On
the date of this Agreement, the Subscriber make the following acknowledging statements, representations and warranties to the Issuer
with respect to itself and its investment in the Certificates which shall remain in force as long as the Certificates are outstanding:
(a) it
has received, carefully read and fully understands the terms of his investment in accordance
with the present Agreement and the T&Cs and agrees with the terms thereof including for
the avoidance of any doubt, but not limited to, the nomination of the Arranger as its Agent
for purposes of any acts to be carried by the Subscriber as Holder in accordance with the
T&Cs;
(b) it
recognizes and agrees that its indirect investment in the Assets through the subscription
of the Certificates involves certain degree of risk and is fully cognizant of, and understands,
all of the risk factors related to the subscription of Certificates in connection with the
underlying Assets;
(c) it
acknowledges the limited recourse clause of Condition 7.3 of the T&Cs and agrees to bear
the economic risk of its investment for a definite period of time and is able to withstand
a total loss of its investment;
(d) it
acknowledges and agrees that its investments may be in Assets issued by Underlying Companies
which may not be regulated and/or which do not have access to financial markets or other
source of liquidity (illiquidity may generally result from the absence of an established
market for the investments, and potentially from legal or contractual restrictions on their
resale of the Assets) and therefore carry a general liquidity risk and there can be no assurance
that the Issuer will be able to realise such investments in a timely manner; and
(e) It
acknowledges that certain information with respect to its investment may not be available
and that the Issuer’s monitoring obligation is on a best effort basis and further agrees
to receive on a quarterly semi-annual or annual basis, as the case may be, via a secured
virtual reporting date room and under strict confidentiality.
5
9.
CONFIDENTIALITY
9.1
Confidential Information
The
Subscriber undertakes to, and shall procure that each of its directors, officers or representatives (the “Representatives”),
as the case may be, keep confidential and not disclose or make available to any third party, the following information:
(i)
the existence or contents of this Agreement and any ancillary documents including the T&Cs or the limited partnership agreement of
the Issuer;
(ii)
the subject matter or process of negotiations or any disputes between the Parties in connection with this Agreement; and
(iii)
any information of a secret, commercially sensitive or confidential nature received by it which relates to the Issuer, the Underlying
Company, the Arranger or their respective businesses, including as may be available in the virtual reporting data room, (together the
“Confidential Information”);
unless
and to the extent the Confidential Information is lawfully in or lawfully comes into the public domain other than as a result of a breach
of any undertaking or duty of confidentiality by a Party, in which case such information shall no longer be deemed to form part of the
Confidential Information.
9.2
Permitted disclosures of Confidential Information
The
Subscriber may disclose Confidential Information only:
(i)
with the prior written approval of the Issuer (which shall not be unreasonably withheld, delayed or made conditional);
(ii)
to the extent required by law (including, but not limited, tax law) or pursuant to a request of a governmental entity (including but
not limited to the request of a tax authority in connection with the tax affairs of a Party or its Affiliates) provided that if required
by law or pursuant to an order of a governmental entity to disclose any Confidential Information, it shall promptly and if reasonably
possible and lawful before disclosure occurs notify the Issuer. The Party required to disclose Confidential Information shall, if reasonably
possible and lawful, co-operate with the Issuer with regard to the timing and content of such disclosure, or any action which the Issuer
may reasonably elect to challenge such requirement;
(iii)
to the extent required for the purpose of fulfilling its obligations under this Agreement;
(iv)
to the extent reasonably required to conduct the defense of a claim or to enforce any rights or to exercise any remedies under this Agreement;
(v)
to a potential Acceding Holder in the event of a sale of the certificates in accordance with Condition 12 of the T&Cs, but only with
respect to the terms of this Agreement, the contents of the T&Cs and the limited partnership agreement of the Issuer (i.e. excluding
any other Confidential Information set out above) and provided that before any such disclosure is made, the person to whom such disclosure
will be made is informed of the terms of this Clause and instructed to adhere to those terms as if such person were bound by them; and
6
(vi)
to any of a Party’s financiers to the extent required for the financing of the transactions referred to in this Agreement, provided
that before any such disclosure is made, such financiers are informed of the terms of this Clause and instructed to adhere to those terms
as if they were bound by them.
10.
PENALTY CLAUSE
In
the event the Subscriber does not fulfil its payment obligations with respect to the Total Subscription Amount within the timeframes
provided for under this Agreement, the Subscriber undertakes to pay to the Issuer, as penalty fees, an amount corresponding to 3.00%
of the Certificates Subscription Price and after 30 calendar day of delay, an additional 0.50% Certificates Subscription Price per month
of subsequent delay (the “Default Penalty Fee”).
The
Parties agree that to the extent the present penalty clause is found to be manifestly excessive by a competent court, the Parties agree
that shall be reduced to any amount as the court shall deem reasonable.
11.
REMEDIES
The
rights and remedies conferred on any party by, or pursuant to this Agreement, are cumulative and except as expressly provided in this
Agreement, are in addition to, and not exclusive of, any other rights and remedies available to such Party at law or in equity.
12.
SPECIFIC PERFORMANCE
Each
Party agrees that monetary damages may not be a sufficient remedy for any breach or threatened breach of this Agreement, and that the
other Parties shall be entitled to seek equitable relief, including injection and specific performance, in the event of any such breach
or threatened breach without the necessity of posting any bond or other security or provision that monetary damages would be difficult
to calculate or be an inadequate remedy.
13.
SEVERABILITY
If
any provision of this Agreement is held to be invalid or unenforceable by any judicial or other competent authority, (i) all other provisions
of this Agreement will remain in full force and effect and will not in any way be impaired, and (ii) if such provisions of this Agreement
would be valid or enforceable if part of the provisions were deleted or amended, the provision in question will apply with the minimum
modifications necessary to make it valid and enforceable provided that such modification achieves the original commercial intention of
the Parties.
14.
ENTIRE AGREEMENT
This
Agreement constitutes the whole agreement between the parties relation to the subject matter of this agreement to the exclusion of any
terms implied by law that may be excluded by contract. This Agreement supersedes and extinguishes any and all prior discussions, correspondence,
negotiations, drafts, arrangements, understandings or agreements in relation to the subject matter of this Agreement.
7
15.
AMENDMENTS AND MODIFICATIONS
Any
amendments and modifications to this Agreement are subject to the prior written approval of the Parties.
16.
ONE ORIGINAL AND ELECTRONIC SIGNATURE
The
Parties have expressly agreed to sign this agreement by electronic signatures, within the meaning of the provisions of articles 1322-1
et seq. Of the Luxembourg civil code, through DocuSign services.
The
Parties therefore acknowledge and agree that the electronic version of this agreement constitutes an original document and is perfectly
valid and enforceable between them. The Parties declare that this agreement and/or its electronic form constitutes literal proof within
the meaning of the article 1322-2 of the Luxembourg civil code and has the same evidential value as a written documents on paper and
may be validly invoked against them. Each of the Parties acknowledges and agrees that the storage of the original of this agreement signed
by means of the DocuSign services satisfies the requirements of durability within the meaning of article 1322-2 of the Luxembourg civil
code.
Each
of the Parties acknowledges and agrees that the electronic signature solution offered by DocuSign and agreed upon by the parties corresponds
to a sufficient degree of reliability to identify the signatories and to guarantee the link between each signature and this agreement.
The
Parties therefore agree not to contest the admissibility, enforceability or evidentiary value of the signatures of this agreement.
17.
GOVERNING LAW AND JURISDICTION
This
Agreement and for the avoidance of any doubt, the power of attorney contained herein, are governed by and shall be construed in accordance
with the laws of the Grand Duchy of Luxembourg. The courts of the district of the city of Luxembourg shall have exclusive jurisdiction
to hear any dispute or controversy arising out of, or in connection with, this power of attorney.
The
remainder of this page is left intentionally blank - signature page follows.
8
Signature
page to the Equity Certificates Subscription Agreement
The
Subscriber, represented by its Authorized Signatory (-ies)
/s/
Michael Winston
4/7/2026
Name:
JET.AI
INC
Title:
Subscriber
and Authorized Signatory
The
Issuer, VERSO Capital 2 SCSP, duly represented by its general partner VERSO Capital 2 GP S.à r.l.
/s/
Julien Machot
4/7/2026
Name:
Julien
Machot
Title:
Manager
and authorized representative
The
Attorney, Verso Management Ltd., for the purpose of the powers granted under Clause 6
/s/
Julien Machot
4/7/2026
Name:
Julien
Machot
Title:
Director
and authorized representative
9
SCHEDULE
1
TERMS
& CONDITIONS
EQUITY
CERTIFICATES OF VERSO CAPITAL 2 SCSP SERIES 209
1.
DEFINITIONS
“Acceding
Holder”
has
the meaning ascribed to such term in Appendix.
“Acceptation”
has
the meaning ascribed to such term in Condition 12 (“Sale of the Certificates”).
“Accession
Undertaking”
has
the meaning ascribed to such term in Appendix.
“Administrative
Charges”
means
all properly incurred costs, fees and expenses and any other amounts due and payable (including by way of indemnity) together with
any value added tax thereon due and payable by the Issuer due to any services provided or pursuant to or as contemplated by this
Agreement, to the extent such amounts are not otherwise provided for and shall include among others (i) the Legal Fees, (ii) the
audit fees, (iii) the accounting expenses, (iv) the administration and (v) any other servicing expenses of the Issuer, including
but not limited to any costs linked to the issuance of the Certificates in ISIN form.
“Agent”
or “Arranger”
means
VERSO Management Ltd, a limited liability company with registered office at Trident Chambers, Wickhams Cay, P.O. Box 146,
Road Town, Tortola VG1110 British Virgin Islands and registered with the Registrar of Corporate Affairs under number 1901463 and
holder of the Category II licensed under the auspice of the FSC Financial Services Commission of the BVI.
“Assets
or the Underlying Shares”
shares
or any other instruments issued by the Underlying Company, as further defined in the Subscription Agreement.
“Brokerage
Fee”
means
the fee as set out in the Subscription Agreement, if any.
“Business
Day”
means
any day other than a Saturday or Sunday on which banks are open for general business in the Grand Duchy of Luxembourg.
“Calculation
Agent”
means
the Arranger.
“Calculation
Date”
means
a date no later than three (3) Business Days prior to a Payment Date.
10
“Certificates”
has
the meaning ascribed to such term in Condition 2.1 (“Issuance and Payment of the Certificates”).
“Certificates
Payment Date”
has
the meaning ascribed to such term in Condition 2.1 (“Issuance and Payment of the Certificates”).
“Certificates
Register”
means
the register and transfer book maintained by the Issuer for the Certificates.
“Certificates
Sale or Transfer Offering”
has
the meaning ascribed to such term in Condition 12 (“Sale of the Certificates”).
“Certificates
Sale or Transfer Price”
has
the meaning ascribed to such term in Condition 12 (“Sale of the Certificates”).
“Certificates
Subscription Price”
has
the meaning ascribed to such term in the Subscription Agreement.
“Closing
Date”
means
a date as indicated by the issuer in the Subscription Agreement.
“Company
Law”
means
the law of 10 August 1915 on commercial companies, as amended from time to time.
“Condition”
means
a condition under these Terms and Conditions.
“Equity
Return”
the
Certificates do not provide for an interest, but are repurchased at the fair market value of the Underlying Shares, less costs, as
described in Condition 5 (“Equity Return and Costs”).
“Equity
Return Payment Date”
has
the meaning ascribed to such term in Condition 6 (“Equity Return Calculation”).
“Escrow
Agency Fee”
means
the fee to be paid by the Issuer according to the escrow agency agreement concluded with Dupont Partners, a law firm with the Luxembourg
Bar, with main office on 2, Avenue Charles de Gaulle, L-1653 Luxembourg, Grand Duchy of Luxembourg, if applicable.
“Event
of Default”
means
each of the events or circumstances set out in Condition 14 (“Event of Default”).
“Exclusivity
Period”
has
the meaning ascribed to such term in Condition 20 (“Exclusivity”).
“Fair
Market Value”
means
the value as agreed between the Parties based on (i) the financial statements of the Underlying Company dated less than 3 months
provided that no major transaction impacting the value of the Underlying Company occurred in the meantime and (ii) the business plan
of the Underlying Company including financial projections; in case of disagreement between the Parties, the value shall be determined
by a Luxembourg independent approved statutory auditor (réviseur d’entreprise agréé indépendent).
11
“FATCA”
means
sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 and U.S. Treasury regulations promulgated thereunder that took
effect on 28 January 2013, as amended from time to time.
“FATCA
Withholding”
means
any withholding or deduction required pursuant to FATCA or to an agreement described in Section 1471(b) of the United States Internal
Revenue Code of 1986 or otherwise imposed pursuant to Sections 1471 through 1474 of the United States Internal Revenue Code of 1986,
any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach
thereto.
“Final
Redemption Date”
means
the redemption in full of the Certificates, at the occasion of one or multiple Redemption Date(s), as applicable.
“General
Partner”
means
VERSO Capital 2 GP S.à r.l., a private limited liability company (société à responsabilité
limitée) established under the laws of the Grand Duchy of Luxembourg, with registered office at 2, avenue Charles de Gaulle,
L 1653 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Trade and Companies under number B290857
“Holder”
means
any holder of the Certificates.
“Insolvency
Proceedings”
means
with respect to any person, the winding-up, liquidation,dissolution, bankruptcy, receivership, insolvency or administration of such
person or any equivalent or analogous proceedings under the law of the jurisdiction in which such person is incorporated (or, if
not a company or corporation, domiciled) or of any jurisdiction in which such person carries on business or has any assets including
the seeking of an arrangement, adjustment, protection or relief of creditors.
“Insolvent”
means
any person in respect of whom Insolvency Proceedings are initiated or opened, as applicable.
“Investment”
means
the shares or any other instruments tracked by the Assets, as further defined in the Subscription Agreement.
“Issue
Date”
means
each date on which the Certificates are issued, including the Closing Date, as the case may be.
“Issuer
Costs”
means,
to the extent applicable in accordance with the provisions of the Subscription Agreement, any other costs than (i) the Subscription
Fee, if any, (i) the Brokerage Fee, if any, and (iii) the Escrow Agency Fee, if any, that the Issuer has to pay until and including
the Issue Date in view of such issuance, such as e.g., the Legal Fees – which may be waived, on a case by case basis, by management
decision.
12
“Legal
Fees”
shall
include any and all lawyers, attorney’, paralegal and law clerk fees and disbursements, including, but not limited to, fees
and disbursements in relation to corporate, tax and / or regulatory advices.
“Legal
Reservations”
means
(a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement
by laws relating to insolvency, reorganization and other laws generally affecting the rights of creditors, (b) the time barring of
claims under any statute of limitations and defenses of set-off or counterclaim, (c) similar principles, rights and defenses under
the laws of any relevant jurisdiction and (d) any other matters which are set out as qualifications or reservations as to matters
of law of general application in any legal opinion delivered to in connection with this Agreement.
“LPA”
the
limited partnership agreement of the Issuer dated 6 December 2024
“Management
Fee”
means
the fee as specified in the Subscription Agreement and to be paid by the Issuer to the General Partner at Final Redemption Date unless
waived by the General Partner and if applicable.
“Material
Adverse Effect”
means
a material adverse effect on the ability of the Issuer to perform its obligations under this Agreement.
“MiFID
II”
means
Directive 2014/65/UE of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended
and/or complemented from time to time.
“Meeting”
has
the meaning ascribed to such term in Condition 16 (“Holders’ Meetings”).
“Mix
of Redemption in Kind and of Redemption in Cash”
means
the redemption of the Certificates by the Issuer to the Holder through a mixt of Redemption in Cash and of Redemption in Kind in
accordance with these Terms and Conditions.
“Net
Sale Price”
means
the sale price of the Assets as received by the Issuer, i.e., after deduction, for example, of transaction costs if any, withholding
taxes levied in the jurisdiction of the Underlying Company if applicable, etc., being understood that the Issuer shall undertake
its best effort to obtain the best price for the Assets upon the IPO of the Underlying Shares or upon the sale or transfer of the
Underlying Shares, as applicable.
13
“New
Buyer Proposition”
has
the meaning ascribed to such term in Condition 12 (“Sale of the Certificates”).
“New
Issuer”
has
the meaning ascribed to such term in Condition 17 (“Substitution of Issuer”).
“One-Off
Fee(s)”
means
the one-off fee(s) as described in the Subscription Agreement to be paid upon Subscription together with the Certificates Subscription
Price.
“Paying
Agent”
means
Dupont Partners, a law firm with the Luxembourg Bar, with main office on 2, Avenue Charles de Gaulle, L-1653 Luxembourg, Grand Duchy
of Luxembourg.
“Paying
Agent Account”
has
the meaning ascribed to such term in Condition 2.1 (“Issuance and Payment of the Certificates”).
“Payment
Date”
shall
mean any date on which a payment is due under these Terms and Conditions.
“Performance
Fee or Carry Interest”
means
a variable remuneration due by the Issuer to either (i) the Arranger as shall be invoiced without VAT prior to the Redemption in
Kind or in Cash of the Certificates and prior to the payment of the Equity Return (the “Performance Fee”) or,
to the extent not invoiced by the Arranger (ii) the Carry LP (as defined in the LPA) as shall be distributed in accordance with the
LPA (the “Carry Interest”), corresponding to a percentage of the net profits of the Issuer as further determined
in the Subscription Agreement, being (i) all income, gains received or realised by the Issuer, less (ii) all tax withheld at source
and not credited at Issuer level, (iii) costs and expenses, including transactional fees of the Issuer (the “Net Profit”).
“Pre-emption”
has
the meaning ascribed to such term in Condition 12 (“Sale of the Certificates”).
“Priority
of Payments”
has
the meaning ascribed to such term in Condition 10.5 (“Equity Return - Priority of Payment”).
“Prospectus
Regulation”
has
the meaning ascribed to such term in Condition 19 (“Restrictions On Sale”)
“Qualified
Investor”
means
persons or entities that are listed in points (1) to (4) of Section I of Annex II to Directive 2014/65/EU, and persons or entities
who are, on request, treated as professional clients in accordance with Section II of that Annex, or recognised as eligible counterparties
in accordance with Article 30 of Directive 2014/65/EU unless they have entered into an agreement to be treated as non-professional
clients in accordance with the fourth paragraph of Section I of that Annex.
For
the purposes of applying the first sentence of this definition, investment firms and credit institutions shall, upon request from
the issuer, communicate the classification of their clients to the issuer subject to compliance with the relevant laws on data protection.
14
“Redemption”
means
either a (i) Redemption in Kind, (ii) Redemption in Cash or (iii) Mix of Redemption in Kind and of Redemption in Cash.
“Redemption
Amount”
means
the proceeds received as a result of the Redemption.
“Redemption
Date”
means
the date on which a Redemption occurs.
“Redemption
Event”
means
(i) the receipt by the Issuer of any proceeds in cash or in kind, with respect to the sale, exchange, redemption, assignment, transfer,
repayment, repurchase or other disposition of all or any portion of the Investment tracked by the Assets which can be distributed
to the Issuer pursuant to the operating agreement of the Underlying Company and shall include the receipt of a liquidating dividend,
distribution upon a sale of all or substantially all of the assets of the Investment tracked by the Assets or other like distribution,
in cash or in kind, which can be distributed to the Issuer pursuant the operating agreement of the Underlying Company, net of all
expenses and liabilities and reserves (including, without limitation, reserves for expenses and liabilities of the Underlying Company)
(ii) the sale and / or repurchase and cancellation of part or all the Underlying Shares in cash or in kind, or (ii) a sale or transfer
of the Underlying Shares by the Issuer at the discretion of the Issuer.
“Redemption
in Cash”
means
the redemption of the Certificates by the Issuer to the Holder through a payment in cash by the Issuer to the Holder in accordance
with these Terms and Conditions.
“Redemption
in Kind”
means
the redemption of the Certificates by the Issuer to the Holder in kind through the distribution by the Issuer to the Holder of the
Underlying Shares. For the avoidance of doubt, one (1) Certificate repaid in kind by the Issuer to the Holder shall give the Holder
the right to the distribution of one (1) Underlying Share by the Issuer.
“Refusal”
has
the meaning ascribed to such term in Condition 12 (“Sale of the Certificates”).
“Representative(s)”
has
the meaning ascribed to such term in Condition 16 (“Holders’ Meetings”).
15
“Sale
and Transfer Fee”
has
the meaning ascribed to such term in Condition 12 (“Sale of the Certificates”).
“Subscription”
means
the subscription of the Certificates according to these Terms and Conditions and the Subscription Agreement.
“Subscription
Agreement”
means
the Luxembourg law governed subscription agreement to be entered into between the Issuer and the Holder with respect to the Subscription
of Certificates.
“Subscription
Fee”
means
the subscription fee(s) as described in the Subscription Agreement to be paid upon Subscription together with the Certificates Subscription
Price.
“Taxes”
means
all tax withheld at source and due by the Issuer in the Grand Duchy of Luxembourg, after inclusion of any tax credits of the Issuer
hereto.
“Transfer
Notice”
has
the meaning ascribed to such term in Condition 12 (“Sale of the Certificates”).
“Transfer
Reply Notice”
has
the meaning ascribed to such term in Condition 12 (“Sale of the Certificates”).
“Transfer
Reply Period”
has
the meaning ascribed to such term in Condition 12 (“Sale of the Certificates”).
“Underlying
Company”
shall
have the meaning ascribed to it in the Subscription Agreement
“USD”
means
the lawful currency of United States of America as of the date of these Terms and Conditions.
“US
FINRA regulated Broker Dealer”
means
the person nominated as such by the Arranger
1.1.
Words importing the singular
shall include the plural and vice versa.
1.2.
Section headings are for
ease of reference only.
1.3.
In this Agreement, unless
the contrary intention appears or the context otherwise requires, a reference to the recital, a section or a condition is a reference
to the recital, a section or a condition of this Agreement. The recital forms an integral part of this Agreement.
1.4.
In these Terms and Conditions,
reference to any agreement, instrument or other document (howsoever named) is to such agreement, instrument or other document as it
may be amended, restated or extended from time to time, whether before or after the date hereof.
16
1.5.
Any reference to any person
shall be construed to include such person’s successors and assigns.
2.
THE CERTIFICATES
2.1.
Issuance and Payment of the Certificates
2.1.1.
The Certificates are equity
certificates, issued and backed by the Assets. Each Certificate corresponds to one Underlying Share.
2.1.2.
On the Issue Date, the Issuer
shall issue the Certificates under the conditions of the Subscription Agreement, which shall be subscribed against the payment by the
Subscriber of the Certificates Subscription Price to the Paying Agent as per the Subscription Agreement.
2.1.3.
The Paying Agent shall receive
a copy of the Subscription Agreement duly executed, duly confirmed with the Issuer’s counsel, and the Subscriber shall cause
the payment of the Certificates Subscription Price and the One-Off Fee(s).
2.1.4.
The payment of the Certificates
Subscription Price and the One-Off Fee(s) shall occur on the Closing Date (the “Certificates Payment Date”), under
the following bank account on behalf of the Issuer by the Paying Agent (the “Paying Agent Account”):
Bank:
[***]
Holder:
[***]
IBAN:
[***]
BIC:
[***]
Reference:
[***]
2.2.
Currency and Denomination of the Certificates
2.2.1.
The Certificates are issued
for a maximum aggregate amount of USD 100,000,000.
2.2.2.
The Certificates shall not
be divided and there should only be one Holder of each of the Certificates.
17
2.3.
Form and Title of the Certificates
All
Certificates shall be issued only in registered form, and the name and address of the Holder of each Certificate shall be entered into
the Certificates Register by the Issuer. There should only be one (1) owner per Certificate. Except as expressly required by law, the
person in whose name the Certificate stand in the Certificates Register shall be deemed to be the full and undivided owner and record
Holder thereof for all purposes.
2.4.
Cancellation
All
Certificates which are redeemed will be cancelled and may not be reissued or sold.
2.5.
No Purchase by Issuer
The
Issuer may not purchase any of the Certificates other than by way of a Redemption and immediate cancellation.
2.6.
No Rating
The
Certificates will not be rated.
3.
USE OF PROCEEDS
The
Issuer will apply the proceeds of Certificates solely to purchase the Assets. In the case the purchase of the Assets is not executed,
the Certificates shall be immediately redeemed by the Issuer, which shall not bear any penalty.
4.
THE AGENT
4.1.
By signing the Subscription
Agreement, each Holder expressly and irrevocably authorises the Agent (acting as Holder’s Agent) to act on its behalf as its
agent in relation to this Agreement and irrevocably authorises (i) the Agent to receive the subscription proceeds (or as the case may
be to instruct the Paying Agent to receive the subscription proceeds), and (ii) on its behalf to supply all information concerning
itself, its financial condition and otherwise to the relevant persons contemplated under this Agreement, and (iii) any party to this
Agreement to give any notice, demand or other communication to be given to or served on such Holder pursuant to this Agreement to the
Agent on its behalf, and, in each such case, such Holder will be bound thereby as though such Holder itself had given such notice and
instructions, executed such agreement or received any such notice, demand or other communications.
4.2.
Every act, omission, agreement,
undertaking, settlement, waiver, notice or other communication given or made by the Holders’ Agent under these Terms and Conditions,
or in connection with these Terms and Conditions (whether or not known to any other Holder and whether occurring before or after such
other Holder became an Holder under these Terms and Conditions) shall be binding for all purposes on all other Holders as if the other
Holders had expressly made, given or concurred with the same. In the event of any conflict between any notices or other communications
of the Holders’ Agent and any other Holder, those of the Holders’ Agent shall prevail.
18
5.
EQUITY RETURN AND COSTS
5.1.
Each Certificate will constitute
a zero coupon security, due and payable at Final Redemption Date, and are to be computed at the level of the Issuer.
5.2.
The Equity Return under all the Certificates represents:
(N
x V) – ((N x CSP) + (Administrative Charges + PERF + MF)) = P
N
= number of Underlying Shares / Certificates
V
= (i) Net Sale Price in case of Redemption in Cash or (ii) Fair Market Value of the
Underlying
Shares in case of Redemption in Kind
CSP
= the Certificate Subscription Price
PERF
= Performance Fee or Carry
MF
= Management Fee, if applicable
P
= profit
P
being the “Equity Return”.
6.
EQUITY RETURN CALCULATION
6.1.
The Equity Return is calculated
as defined above; for the avoidance of doubt, it shall be paid in cash in case of Redemption in Cash and in kind in case of Redemption
in Kind.
6.2.
In case of payment of the
Equity Return in kind, the payment shall be carried out by transferring the number of Underlying Shares to the Subscriber corresponding
to the value of the Equity Return to be paid to the Subscriber according to Condition 5 (“Equity Return and Costs”).
6.3.
The Equity Return shall be
made to the Holders on each Redemption Date (the “Equity Return Payment Date”).
6.4.
The last Equity Return Payment Date shall be the Final
Redemption Date.
6.5.
If the Issuer fails to pay
any amount payable by it under these Terms and Conditions on its due date, interest shall accrue on the overdue Equity Return amount
from the due date up to the date of actual payment at the Luxembourg statutory interest rate (taux d’intérêt
légal) for commercial transactions. Any interest accruing shall be immediately payable but will not be compounded.
19
7.
RIGHTS AND OBLIGATIONS UNDER THE CERTIFICATES
7.1.
Status of the Certificates
The
Certificates constitute direct, general, unconditional, unsubordinated and unsecured obligations of the Issuer and shall at all times
rank:
a) without
any preference among them, and
b) at
least pari passu with the eligible direct obligations of the Issuer, unconditional,
unsubordinated to the present Agreement, except those obligations which are mandatorily preferred
by law.
7.2.
Obligations under the Certificates
The
Certificates are obligations solely of the Issuer. The Certificates do not represent an interest in, or constitute a liability or other
obligation of any kind of any service providers under this Agreement of the Issuer or any of their respective affiliates or any other
third person or entity. The Certificates are not, and will not be insured or guaranteed by any service providers under this Agreement
or any of their affiliates or any other third person or entity and none of the foregoing assumes or will assume any liability or obligation
to the Holders of the Certificates if the Issuer fails to make any payment due in respect of the Certificates.
7.3.
Limited Recourse
The
Certificates are direct and limited recourse obligations of the Issuer, to any proceeds received in relation to the Assets minus 10%
of the capital invested by the Issuer in the Underlying Company (the Limited Recourse Proceeds).
The
Issuer’s ability to satisfy its payment obligations under the Certificates and these Terms and Conditions will be wholly dependent
upon receipt by it, in full, of payments of amounts payable by the Underlying Company in accordance with the terms thereof.
Other
than the Assets tracked by the Certificates and the Limited Recourse Proceeds thereof, the Issuer will have no other funds available
to meet its obligations under the Certificates. The Assets and the Limited Recourse Proceeds thereof are the only remedy available to
the Holders for the purpose of recovering amounts payable in respect of the Certificates.
20
Recourse
of the Holders shall be limited to the Assets and the Limited Recourse Proceeds thereof, as applied in accordance with these Terms and
Conditions. If such Assets and proceeds prove ultimately insufficient (after payment of all claims ranking in priority to amounts due
under the Certificates) to pay in full all principal and profits on the Certificates, then the Holders shall have no further recourse
against the Issuer or any other person for any shortfall arising or any loss sustained.
Such
Assets and Limited Recourse Proceeds shall be deemed to be “ultimately insufficient” at such time when the Issuer certifies
to the Holders that (i) no further Assets are available and no further proceeds can be realised therefrom to satisfy any outstanding
claims of the Holders, and that (ii) neither Assets nor Limited Recourse Proceeds thereof will reasonably likely be so available thereafter.
In
respect of the Certificates, the Holders shall, once the Assets and Limited Recourse Proceeds thereof are deemed to be ultimately insufficient,
have thereafter neither further claims against the Issuer nor have recourse to the Issuer or any other person for the loss sustained
and their claims together with the relevant Certificates shall be fully extinguished.
Neither
the Issuer nor the managers or officers of the Issuer or its General Partner shall be liable for any shortfall arising and the Holders
shall not have any further claims against the Issuer or any of its directors or officers.
7.4.
Calculations
On
each Calculation Date, the Calculation Agent (or the Issuer itself, as the case may be) shall calculate the amounts due and payable on
the immediately following Payment Date and the identity of the Holders as at 12:00 pm (UCT) on such date. The person or entity who appears
on the Certificates Register at such date and time will be entitled to the relevant payment on the immediately following Payment Date.
8.
REPRESENTATIONS AND WARRANTIES OF THE ISSUER
The
Issuer hereby represents and warrants that:
a) it
is a special limited partnership (société en commandite spéciale)
duly and validly existing under the laws of the Grand Duchy of Luxembourg;
b) for
the purposes of Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast)
(the “Regulation”), its centre of main interest (as that term is used
in Article 3(1) of the Regulation) is situated in the Grand Duchy of Luxembourg;
c) it
has the power, authority and legal right to purchase the Assets;
d) it
has full capacity, power, authority, legal right and lawful authority to perform all its
obligations under these Terms and Conditions;
21
e) it
has obtained all authorisations required to enable it to enter into and exercise its rights
and comply with its obligations under these Terms and Conditions;
f) the
obligations expressed to be assumed by it in this Agreement are, subject to the Legal Reservations,
legal, valid, binding and enforceable obligations;
g) subject
to the Legal Reservations, the choice of Luxembourg law as the governing law of these Terms
and Conditions will be recognised and enforced in the Grand Duchy of Luxembourg;
h) it
is not subject to any bankruptcy proceedings (faillite) or suspension of payments
(sursis de paiement) or any foreign law proceedings having similar effects;
i) it
has not traded or carried on any business since the date of its incorporation; and
j) no
Event of Default has occurred or is continuing.
9.
COVENANTS OF THE ISSUER
9.1.
The Issuer hereby covenants that, so long as any of the
Certificates remains outstanding, it will:
a) at
all times keep such books of account as may be necessary to comply with all applicable laws
so as to enable the financial statements of the Issuer to be prepared and allow free access
to the same at all reasonable times during normal business hours at the registered office
in accordance with article 470-2 and 4616 of the Company Law ;
b) monitor,
on a best effort basis and subject to availability of such information, its investment in
the underlying Assets and report on a quarterly semi-annual or annual basis, as the case
may be, to the Holders via a secured virtual date room and under strict confidentiality;
c) provide
the Holders with such information as they may reasonably request from time to time to the
extent available and entitled to such information under these Terms and Conditions or the
Company Law;
d) at
all times comply with and perform all its obligations under this Agreement including all
of its obligations under, and in respect of, the Certificates and use all reasonable endeavours
to procure that the other parties hereto comply with and perform all their respective obligations
thereunder;
e) comply
in all respects with all laws to which it may be subject, if failure so to comply has or
is reasonably likely to have a Material Adverse Effect;
f) promptly
give notice to the Holders if it is required by law to withhold or account for tax in respect
of any payment due in respect of the Certificates or if it becomes liable to tax in respect
of its income;
g) notify
the Arranger of any Event of Default (and the steps, if any, being taken to remedy it) promptly
upon becoming aware of its occurrence (unless it is aware that a notification has already
been provided by the Underlying Company), and
22
h)
promptly upon a request by
the Arranger, it shall supply to the Arranger a certificate signed by two of its managers on its behalf certifying that no Event of
Default is continuing (or if an Event of Default is continuing, specifying the Event of Default and the steps, if any, being taken
to remedy it).
9.2.
The Issuer agrees that unless
specifically provided otherwise in the present Terms and Conditions it will not, without the prior written consent of the Holders given
at a Holder’s Meeting:
(a) engage
in any activity which is not reasonably incidental to any of the activities which these Terms
and Conditions provide or envisage;
(b) incur
or permit to subsist any indebtedness in respect of borrowed money whatsoever or give any
indemnity or assume any liability whatsoever, except as permitted pursuant to these Terms
and Conditions;
(c) dispose
of any of its assets, except as permitted pursuant to these Terms and Conditions;
(d) create
or permit to subsist any security (unless arising by operation of law) or charge upon, or
sell, transfer, assign, exchange or otherwise dispose of, the whole or any part of, its assets,
present or future (including any uncalled capital) or its undertaking other than pursuant
to these Terms and Conditions;
(e) consolidate
or merge with any other person or convey or transfer its properties or assets substantially
as an entirety to any other person unless in both cases, all rights of the Holders are fully
preserved; or
(f) permit
the validity or effectiveness of these Terms and Conditions to be impaired or permit these
Terms and Conditions to be amended, hypothecated, subordinated, terminated or discharged,
or permit any person to be released from any covenants or obligations with respect to these
Terms and Conditions.
10.
PAYMENTS
10.1.
General
All
payments shall be subject to the condition that if a payment is made to a creditor in breach of these Terms and Conditions, such creditor
shall repay the amount so received to the Issuer. The Issuer shall then pay out the moneys so received in the way they were payable in
accordance with these Terms and Conditions on the relevant Payment Date. If such repayment is not enforceable, the Issuer is authorized
and obliged to make payments in such a way that any over-payments or under-payments made in breach of these Terms and Conditions are
set-off by correspondingly decreased or increased payments on the next following Payment Date.
Neither
the Issuer nor any party to this Agreement shall incur any liability whatsoever if the Issuer or this third party is unable to effect
the transactions contemplated, after using all reasonable efforts, as a result of any such above-mentioned laws, regulations, directives,
official interpretations or agreements.
23
10.2.
Business Days
If
the date for any payment in respect of any Certificate is not a Business Day, such payment shall be made on the following Business Day
and shall not bear any interest due to such delay.
10.3.
Proceeds from the Assets
Amounts
received in connection with the Assets shall be credited to the Paying Agent Account of the Issuer as determined by the Issuer in accordance
with the terms of this Agreement and be applied by the Issuer on the relevant Payment Date in accordance with this Agreement and in the
order set forth in this Agreement.
10.4.
No Interest on Late Payments
Any
amount of principal or Equity Return not paid by the Issuer on a Payment Date shall not bear interest.
10.5.
Equity Return - Priority of Payment
Equity
Return payments under the Certificates shall be made in the following order of priority (the “Priority of Payments”),
subject however to the provisions of Condition 7.3 (Limited Recourse) and only to the extent that there are funds available for
the purpose and all payments or provisions of a higher priority that fall due to be paid or provided for on such day have been made in
full:
On
any Equity Return Payment Date, in each case of due and payable Equity Return under the Certificates,
(i) first,
in or towards payment of the Administrative Expenses, Taxes, any other taxes, duties and/or
any other fees, costs and expenses due by the Issuer;
(ii) second,
in or towards payment of the Performance Fee, if any, due and payable by the Issuer in accordance
with this Agreement; and
(iii) third,
on a pro rata basis, in or towards payment of all amounts then due and payable by the Issuer
in respect of Equity Return of the Certificates.
24
11.
REDEMPTION OF THE CERTIFICATES
11.1.
Full Redemption in Kind
A
Redemption in Kind may be exercised at the discretion of the Issuer upon a Redemption Event by way of written notice to the Subscriber
in the event that no IPO, sale or transfer of the Underlying Shares has occurred by then, whereupon the Issuer shall procure, on a best
effort basis and subject to any transfer formalities (contractual and/or statutory as the case may be) applicable to the Underlying Shares
by the underlying Company or the jurisdiction governing such Underlying Shares, that the Underlying Shares attributable to the Subscriber
are transferred to the Subscriber and registered in the name of the Subscriber by the Underlying Company within ten (10) Business Days
from the date of such written notice.
For
the avoidance of doubt, a Redemption in Kind is subject to Condition 7.3 (Limited Recourse).
11.2.
Full Redemption in Cash
A
Redemption in Cash may be exercised, at the discretion of the Issuer upon a Redemption Event, for an amount equal to the sum of:
a) 100
percent (100%) of the Certificates Subscription Price of the redeemed Certificates; and
b) an
amount equal to the Equity Return.
For
the avoidance of doubt, a Redemption in Cash is subject to Condition 7.3 (Limited Recourse).
11.3.
Mix of Redemption in Kind and of Redemption in Cash
A
Mix of Redemption in Kind and of Redemption in Cash may be exercised, at the discretion of the Issuer, upon a Redemption Event, as follows:
a) 100
percent (100%) of the Certificates Subscription Price of the number of Certificates to be
redeemed in cash, corresponding to the number of the Underlying Shares subject to the IPO,
sold or transferred, shall be redeemed in cash;
b) an
amount equal to the Equity Return shall be paid in cash based on the number of Certificates
to be redeemed in cash as per a) above; and
c) the
Certificates not to be redeemed in cash as per a) above shall be redeemed in kind as per
Condition 11.1. (Full Redemption in Kind).
For
the avoidance of doubt, a Mix of Redemption in Kind and of Redemption in Cash is subject to Condition 7.3 (Limited Recourse).
25
11.4.
Parallel transactions
Any
repayment, cancellation, redemption or default of or under the Assets shall trigger the same operation under the Certificates (by notice
to the Holders) and the Issuer shall ensure parallel transactions with regards to the Assets and the Certificates (in proportion of the
Certificates owned by each Holder computed on the total Certificate outstanding amount).
11.5.
No Redemption at the Option of the Holders
No
Holder shall have any right, or privilege to demand, sue for or otherwise bring claims against the Issuer for the purpose of acceleration
or redemption of the Certificates or any part thereof.
12.
SALE OF THE CERTIFICATES
12.1.
Notification to the Issuer
The
Holder contemplating to sale or transfer the Certificates, either a part or all, to a third party, shall first notify the Issuer and
the Arranger in accordance with the provisions of Condition 15 (“Notices”).
The
following information shall be addressed to the Issuer in the notice (the “Transfer Notice”):
● The
number of Certificates to be sold or transferred (“Certificates Sale or Transfer
Offering”);
● The
sale or transfer price of each Certificates to be sold or transferred (the “Certificates
Sale or Transfer Price”); and
● The
identity and the location of the contemplated buyer or transferee.
For
the avoidance of doubt, any sale or transfer of Certificates performed without having been notified to the Issuer in accordance with
this Condition 12 shall be void and without any effect towards the Issuer.
12.2.
Rights and Obligations of the Issuer upon the Receipt of the Transfer Notice
The
Issuer and the Arranger, upon receipt of the Transfer Notice, have, at their discretion, within 30 Business Days (“Transfer
Reply Period”):
-
the right to refuse the contemplated Certificates Sale
or Transfer Offering (“Refusal”);
26
-
the right to purchase the
Certificates subject to the Certificates Sale or Transfer Offering at the Certificates Sale or Transfer Price (“Pre-emption”);
-
the right to propose a new
buyer or transferee, which for the avoidance of doubt could be another entity of the group to which the Issuer belongs, to purchase
the Certificates subject to the Certificates Sale or Transfer Offering at the Certificates Sale or Transfer Price (“New Buyer
Proposition”); or
-
the right to accept the contemplated
Certificates Sale or Transfer Offering at the Certificates Sale or Transfer Price (the “Acceptation”).
The
Pre-emption, the New Buyer Proposition or the Acceptation shall be notified in accordance with the provisions of Condition 15 (“Notices”)
(the “Transfer Reply Notice”).
For
the avoidance of doubt, in case of Refusal, the Issuer does not have the obligation to propose a new buyer.
For
the avoidance of doubt, in the absence of answer within the Transfer Reply Period, it shall be deemed to be a Refusal.
12.3.
Rights and Obligations of the Holder upon Acceptation
The
Holder, upon receipt of the Transfer Reply Notice notifying an Acceptation, shall notify the Issuer with the Accession Undertaking duly
executed in accordance with the provisions of Condition 15 (“Notices”).
For
the avoidance of doubt, the notification to the Issuer of the Accession Undertaking duly executed shall be considered as a condition
precedent of the contemplated sale or transfer. The contemplated sale or transfer shall have no effect, whatsoever, towards the Issuer,
as long as the Accession Undertaking duly executed has not been notified to the Issuer in accordance with the provisions of Condition
15 (“Notices”).
12.4.
Sale and Transfer Fee
For
the avoidance of doubt, the Arranger reserves the right to apply a one-off sale and transfer fee amounting to minimum 0.05% of the Certificates
Sale or Transfer Price to be paid by the contemplated buyer or transferee to the Paying Agent Account as shall be indicated on the Transfer
Reply Notice.
For
the avoidance of doubt, the payment of the Sale and Transfer Fee shall be considered as a condition precedent of the contemplated sale
or transfer. The contemplated sale or transfer shall have no effect, whatsoever, towards the Issuer, as long as the Sale and Transfer
Fee has not been paid to the Paying Agent Account.
13.
TAXATION
All
payments and/or deliveries in respect of the Certificates made by or on behalf of the Issuer shall be made free and clear of and without
any withholding or deduction for any taxes, duties, assessments or governmental charges of whatever nature which may be required to be
withheld or deducted.
27
In
that event, the Issuer shall pay such additional amounts as will result in the receipt by the Holders of such amounts as would have been
received by them if no such withholding or deduction had been required, except that no such additional amounts shall be payable in respect
of any Certificate presented for payment by a Holder which is liable to such taxes, duties, assessments or governmental charges in respect
of such Certificate by reason of its having some connection with the Grand Duchy of Luxembourg other than the mere holding of such Certificate.
Notwithstanding
any other provision contained herein, any amounts to be paid by the Issuer on the Certificates will be paid net of any deduction or withholding
imposed or required pursuant to FATCA, and the Issuer will not be required to pay additional amounts on account of any FATCA Withholding.
14.
EVENT OF DEFAULT
14.1.
Each of the events or circumstances set out below is an Event of Default:
-
the Issuer or the Underlying Company becomes Insolvent;
-
a receiver, manager or other similar officer is appointed
in relation to, the whole or a substantial part of the undertaking, assets and revenues of the Issuer or the Underlying Company;
-
the Issuer fails to pay,
within twenty-one (21) Business Days of a defined Payment Date, any amount payable under these Terms and Conditions;
-
the Issuer doesn’t
notify the Agent of any Event of Default promptly upon becoming aware of its occurrence (unless it is aware that a notification has
already been provided by the Underlying Company); or
-
any representation or warranties statement made by the
Issuer in this Agreement is or proves to have been incorrect or misleading in any material respect when made or deemed to be made;
unless
the default is capable of remedy and is remedied by the Issuer or the Underlying Company within ten (10) Business Days of the Issuer
or the Underlying Company becoming aware of the failure to comply.
14.2.
Upon the occurrence of an
Event of Default which is continuing, the Issuer may declare the outstanding Certificates and all other amounts accrued or outstanding
immediately due and payable by notice in accordance with the provisions of Condition 15 (“Notices”).
28
14.3.
If an Event of Default has
occurred and is continuing, the Issuer shall redeem all Certificates at the price set out in the Redemption Event and the Issuer shall,
if instructed in writing by the Meeting, subject to the quiet enjoyment rights of the Underlying Shares, exercise any right remedies
deemed appropriate.
15.
NOTICES
All
notices regarding the Certificates shall be delivered to
For
the Issuer:
VERSO
Capital 2 SCSp
c/o
VERSO Capital 2 GP S.à r.l.
2,
avenue Charles de Gaulle,
L-1653
Luxembourg Grand Duchy of Luxembourg
For
the Holders:
VERSO
Management Ltd, as Agent
Trident
Chambers, Wickhams Cay, P.O. Box 146, Road Town,
Tortola
VG1110 British Virgin Islands
c/o
Julien MACHOT, Director
16.
HOLDERS’ MEETINGS
The
provisions of Article 470-13 item 1*, 470-13 second paragraph and Article 470-15 of the Luxembourg law of 10 August 1915 relating to
commercial companies, as amended (the “Company Law”) do not apply.
The
Holders may constitute a meeting representing together the entire body of Holders (the “Meeting”), created inter
alia for the purposes of representation of the common interests of the Holders in accordance with the provisions of the Company Law
(save as otherwise stated above).
The
Issuer hereby appoints the Agent as representative of the Holders in accordance with the provisions of article 470-4(1) of the Company
Law who shall have all the powers provided by article 470-5. of the Company Law (the “Representative(s)”) and the
Holders shall not be able to individually exercise the rights attached to their Certificates against the Issuer.
29
A
Meeting may be convened at any time by the Representative(s) or by the General Partner to resolve on the matters required by article
470-13 of the Company Law unless provided otherwise herein. The General Partner must convene a Meeting if Holders representing 5% or
more of the total amount of outstanding Certificates so request. Any Meeting will be held in the Grand Duchy of Luxembourg at the venue
specified in the convening notice.
Every
Holder will have the right to attend and vote at a Meeting in person or by proxy. The voting rights attached to the Certificates are
proportional to the portion of the issue they each represent, and carrying at least one vote. A Meeting shall be convened to resolve
on the matters required by article 470-13 of the Company Law unless provided otherwise herein.
A
Meeting may validly decide on the approval of any protective measures taken in the general interests of the Holders, by a simple majority
of the votes cast by the Holders present or represented at the Meeting, provided that, upon first convening a quorum of at least 75%
of the total amount of the Certificates outstanding at that time is met. No quorum is required at a reconvened Meeting.
In
respect of any other decision, the Meeting may validly decide upon first convening only if the Holders present or represented hold at
least 50% of the total amount of the Certificates outstanding at that time. No quorum is required at a reconvened Meeting. The decisions
at such Meetings will be passed by a majority consisting of not less than two-thirds of the votes cast by Holders present or represented.
Each
Holder shall have the right, during the fifteen (15) days prior to a Meeting, to consult or take copies, or cause an agent to do so on
its behalf, of the text of the proposed resolutions and the reports to be presented to the Meeting, at the registered office of the Issuer
and, as the case may be, at any other place specified in the convening notice.
The
Issuer undertakes to make physical or virtual premises available, provided each Holder may be duly identified and may effectively participate
at the Meeting, to the Holders for their Meetings. Should a Meeting be convened all expenses relating thereto shall be borne by the Issuer.
17.
SUBSTITUTION OF ISSUER
17.1.
General
The
Issuer may, at its sole discretion, transfer and assign all obligations (including by operation of law and universal transfer of assets)
under these terms and conditions to a new entity who shall agree to assume all such obligations and as a result fully substitute itself
in place of the Issuer as debtor in respect of all obligations arising under these Terms and Conditions or in connection with the Certificates
(the “New Issuer”) and without novation of these Terms and Conditions, provided that:
a) the
New Issuer assumes all rights and duties of the Issuer in respect of the Certificates;
30
b) the
New Issuer has obtained all necessary authorisations and governmental approvals in the country
in which it has its registered office and is in a position to fulfil all its obligations
in respect of the Certificates without discrimination against the Holders in their entirety;
c) the
New Issuer is permitted to pay in the currency required hereunder and without being obliged
to deduct or withhold any taxes or other duties of whatever nature levied by the country
in which the New Issuer has its domicile or tax residence from any payments due under the
Certificates and the substitution shall not result in any withholding or deduction of taxes
on the amounts payable under the Certificates which would not arise if there was no such
substitution; and
d) the
Issuer and the New Issuer enter into such agreements and execute such documents as considered
necessary for the effectiveness of the substitution.
Upon
fulfilment of the above conditions, the New Issuer shall in every respect substitute for the Issuer and the Issuer shall be released
from all its obligations to the Holders as issuer of the Certificates except for the obligations assumed with respect to the substitution.
17.2.
Notice to Holders
The
New Issuer shall give notice of the substitution to the Holders pursuant to Condition 15 (“Notices”).
17.3.
Effect of Substitution
Upon
the substitution, each reference to the Issuer in the Terms and Conditions shall from on the effective date of the substitution be deemed
to be a reference to the New Issuer and any reference to the country in which the Issuer has its registered office, domicile or residency
for tax purposes, as relevant, shall from then on be deemed to be a reference to the country in which the New Issuer has its registered
office, domicile or residency for tax purposes, as relevant. The original Issuer shall, effective as of the date of substitution, be
fully released of any obligations under these Terms and Conditions and the related Subscription Agreements.
31
18.
RESTRICTIONS ON ISSUANCE AND SALE
18.1.
Certificates will not be
offered or sold to the public in the Grand Duchy of Luxembourg and are offered in circumstances that do not require the approval of
a prospectus by the CSSF and the publication of such prospectus in accordance with the law of 16 July 2019 on prospectuses for securities,
as amended and the Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”). The Certificates are offered
to a limited number of non qualified Investors, in all cases under circumstances designed to preclude a public issuance. This document
may not be reproduced or used for any purpose, or furnished to any person other than as provided under these Terms and Conditions and
the Subscription Agreements. Each Holder confirms by signing the Subscription Agreement, that he is a Qualified Investor entitled to
hold directly or indirectly the Underlying Shares.
18.2.
The Certificates are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available at any time
to any retail Subscriber in the European Economic Area (“EEA”). For these purposes, a retail Subscriber means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the
meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or (iii) not a qualified Subscriber as defined in the Prospectus Regulation. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Certificates or otherwise
making them available to retail Investors in the EEA has been prepared and therefore offering or selling the Certificates or otherwise
making them available to any retail Subscriber in the EEA may be unlawful under the PRIIPS Regulation.
18.3.
The Certificates described
in these Terms and Conditions, have not been, and will not be, registered under the United States Securities Act of 1933 as amended,
or the securities laws of any state of the United States or other relevant jurisdiction. and it has not been registered under the United
States Investment Company Act of 1940, as amended. The Certificates may not be offered, sold, pledged or otherwise transferred within
the United States except (1) to a “qualified institutional buyer” within the meaning of rule 144a under the Securities
Act, and (2) to a person that is not a “U.S. Person” as defined in rule 902 of regulations under the Securities Act. Failure
to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
19.
EXCLUSIVITY
The
Subscriber grants to the Arranger the exclusive and non-transferable rights in relation to any financing, negotiation, investment or
transaction of any kind with the Underlying Company (the “Exclusivity”). For the avoidance of doubt, during the Exclusivity
Period (as defined hereafter), the Subscriber shall not circumvent in any form the Arranger, either directly or through any one of its
affiliate, joint venture partners or similar, as to the Underlying Company, for any kind of agreement with and / or in relation to the
Underlying Company. Unless otherwise agreed between the Parties, this exclusivity shall be effective as from the date of signature of
this Agreement until and including the date that is one (1) year after the Final Redemption Date (the “Exclusivity Period”).
32
Any
breach of the Exclusivity due by the Subscriber or any of its affiliates, joint venture partners or similar shall be compensated by the
payment of a fee that would have been due by the Subscriber or any of its affiliates, joint venture partners or similar, due to the Arranger.
20.
MISCELLANEOUS
20.1.
Place of Performance
Place
of performance of the Certificates shall be the Grand Duchy of Luxembourg.
20.2.
Partial Invalidity
Without
prejudice to any other provision hereof, if one or more provisions hereof is or becomes invalid, illegal or unenforceable in any respect
in any jurisdiction or with respect to any person or entity, or if the Issuer becomes aware of any omission hereto of any terms which
were intended to be included herein, such invalidity, illegality, unenforceability in such jurisdiction or with respect to such person
or entity or such omission shall not, to the fullest extent permitted by applicable law, render invalid, illegal or unenforceable such
provision or provisions in any other jurisdiction or with respect to any other person or entity hereto. Such invalid, illegal or unenforceable
provision or such omission shall be replaced by the Issuer, without the consent of the Holders, with a provision which comes as close
as reasonably possible to the commercial intentions of the invalid, illegal, unenforceable or omitted provision.
20.3.
Non-Petition
Each
of the Holders acknowledges and agrees that until the expiry of two (2) years and one (1) day after the last outstanding Certificate
will have been redeemed, none of the Holders nor any party on its behalf shall initiate or join any person in initiating any Insolvency
Proceedings in relation to the Issuer, provided that this Condition shall not prevent any Holder from taking any steps against the Issuer
which do not amount to the initiation or the threat of initiation of any Insolvency Proceedings in relation to the Issuer or the initiation
or threat of initiation of legal proceedings.
33
20.4.
Prescription
Any
claims against the Issuer under the Certificates, whether in respect of principal, Equity Return or otherwise, shall become barred by
limitation (prescrits) on the tenth anniversary of the Final Redemption Date.
20.5.
Liability clause
The
strategy manager, as appointed by the Issuer, is responsible for the strategy. No party, including the paying agent, is therefore liable
to any party for any loss in connection with the investment, nor for the performance of the strategy. A Holder’s entitlement is
limited at all times to the Redemption Amount. In a worst-case scenario, the Redemption Amount may be zero. Holders should be aware that
positive performance of the strategy cannot be guaranteed.
21.
GOVERNING LAW
The
form and content of the Certificates and all of the rights and obligations of the Holders and the Issuer under the Certificates, as well
as all other matters arising from or connected with the Certificates shall be governed in all respects by and shall be construed in accordance
with the laws of the Grand Duchy of Luxembourg. Articles 470-3 through 470-20 of the Company Law shall apply, except as otherwise set
out herein, notably under Condition 16 (Holders’ Meetings).
22.
JURISDICTION
The
exclusive place of jurisdiction for any action or other legal proceedings arising out of or in connection with the Certificates shall
be the courts of the Grand Duchy of Luxembourg. The Issuer and the Holders hereby submit to the jurisdiction of such courts.
[Remainder
of page intentionally left blank – Signature page to follow]
34
VERSO
Capital 2 SCSp duly represented by its general partner VERSO Capital 2 GP S.à r.l., as Issuer
Signature:
/s/ Julien Machot
Name:
Julien MACHOT
Title:
Managing Partner
Verso
Management Ltd., for the purposes of acknowledging and accepting the powers and responsibilities attributed to it under these Terms
and Conditions
Signature:
/s/ Julien Machot
Name:
Julien MACHOT
Title:
Director
35
APPENDIX
FORM
OF ACCESSION UNDERTAKING
To:
VERSO Capital 2 SCSp, duly represented by VERSO Capital 2 GP S.à r.l. (the “Issuer”)
From:
[**] (the “Subscriber”)
THIS
ACCESSION UNDERTAKING is made on [**] by the Subscriber (the “Acceding Holder”) in relation to the equity certificates
subscription agreement (the “Agreement”) between, VERSO Capital 2 SCSP, a Luxembourg special limited partnership
(société en commandite spéciale) with registered office at 2, avenue Charles de Gaulle, L 1653 Luxembourg, Grand
Duchy of Luxembourg, in the process of registration with the Luxembourg Register of Commerce and Companies duly represented by its general
partner VERSO Capital 2 GP S.à r.l., a private limited liability company (société à responsabilité
limitée) established under the laws of the Grand Duchy of Luxembourg, with registered office at 2, avenue Charles de Gaulle,
L 1653 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Trade and Companies under number B290857 and
[Selling Subscriber]. Terms defined in the Agreement shall, unless otherwise defined in this Accession Undertaking, bear the same meanings
when used in this Accession Undertaking.
In
consideration of the Acceding Holder being accepted as a Holder for the purposes of the Agreement, the Acceding Holder confirms that,
as from the date of the present Agreement, it
-
intends to be party to the Agreement as a Holder, and
-
undertakes to perform all the obligations expressed in the Agreement to be assumed by a Holder, and
-
agrees that it shall be bound by all the provisions of the Agreement, as if it had been an original party to the Agreement.
This
Accession Undertaking and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Grand
Duchy of Luxembourg. This Accession Undertaking has been entered into on the date stated above and is delivered on the date stated above.
[**]
Signature:
Name:
Title:
36
EX-3.1
EX-3.1
Filename: ex3-1.htm · Sequence: 3
Exhibit
3.1
CERTIFICATE
OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
JET.AI
INC.
a
Delaware corporation
Pursuant
to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), Jet.AI Inc., a corporation organized
and existing under the DGCL (the “Corporation”), hereby certifies as follows:
A.
On March 9, 2026, the Board of Directors of the Corporation duly adopted a resolution proposing and declaring advisable the following
amendment (the “Amendment”) to the Corporation’s Certificate of Incorporation, as amended (the “Certificate”).
B.
Section 1.3 of Article IV of the Certificate is hereby amended and restated in its entirety to read as follows:
1.3 Upon
the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this Certificate
of Amendment to the Certificate of Incorporation, as amended, of the Corporation, each two hundred (200) shares of Common Stock issued
and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders
thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares
shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares
of Common Stock shall be entitled to receive cash in lieu of such fractional share interests. Each certificate that immediately prior
to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number
of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject
to the elimination of fractional share interests as described above.
C.
This Amendment to the Certificate has been duly approved and adopted in accordance with the provisions of Section 242 of the DGCL.
D.
This Amendment to the Certificate shall be effective as of April 8, 2026, at 12:01 a.m. E.T.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation
to be signed by its duly authorized officer of the Corporation on this 7th day of April, 2026.
JET.AI
INC.
By:
/s/
George Murnane
George
Murnane, Interim Chief Financial Officer
[Certificate
of Amendment to Certificate of Incorporation]
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 4
Exhibit
99.1
Jet.AI
Inc. Announces Reverse Stock Split
LAS
VEGAS, NV, April 06, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), today
announced that it has determined to effect a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-200. The
reverse stock split is expected to take effect before markets open on Wednesday, April 8, 2026. The Company’s common stock will
continue to be traded on the Nasdaq Capital Market under the symbol “JTAI” and will begin trading on a split-adjusted basis
when the market opens on Wednesday, April 8, 2026. The new CUSIP number for the Company’s common stock following the reverse stock
split will be 47714H407. As of April 6, 2026, the Company has 129,362,471 shares of common stock issued and outstanding. Following the
reverse stock split, the Company expects to have approximately 646,812 shares of common stock issued and outstanding.
The
reverse stock split is intended to enable the Company to achieve several important corporate objectives, including enabling the Company
to maintain compliance with the minimum bid price requirement under Nasdaq’s continued listing criteria and making additional shares
of common stock available for future issuance.
At
the effective time of the reverse stock split, every 200 shares of the Company’s issued and outstanding common stock will be converted
automatically into one issued and outstanding share of common stock without any change in the par value per share. Stockholders holding
shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-200 reverse stock split. The reverse
split will not result in any change in the par value per share or the total number of authorized shares of common stock.
The
reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s
equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. No fractional shares
will be issued in connection with the reverse stock split. Stockholders of record otherwise entitled to receive a fractional shares as
a result of the reverse stock split will receive a cash payment in lieu of such fractional share. Proportional adjustments will be made
to the number of shares of the Company’s common stock issuable upon exercise or conversion of the Company’s equity awards,
convertible preferred stock and warrants, as well as the applicable exercise or conversion price. Stockholders with shares in brokerage
accounts should direct any questions concerning the reverse stock split to their broker; all other stockholders may direct questions
to the Company’s transfer agent, Continental Stock Transfer & Trust Company.
About
Jet.AI
Jet.AI
Inc. is a technology-driven company focused on deploying artificial intelligence tools and infrastructure to enhance decision-making,
efficiency, and performance across complex systems. The Company is listed on the Nasdaq Capital Market under the ticker symbol “JTAI”.
Forward-Looking
Statements
This
press release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the
federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, with respect
to the products and services offered by Jet.AI and the markets in which it operates, Jet.AI’s projected future results, and Jet.AI’s
perception of market conditions. Statements that are not historical are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events
or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based
on current expectations, estimates and projections about our Company, our industry, our beliefs and our assumptions. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions or the negative of these terms or other similar expressions, but the absence
of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties
that could cause the actual results to differ materially from the expected results. As a result, caution must be exercised in relying
on forward-looking statements, which speak only as of the date they were made. Factors that could cause actual results to differ materially
from those expressed or implied in forward-looking statements can be found in the Company’s most recent Annual Report on Form 10-K
and subsequent reports filed with the Securities and Exchange Commission. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Readers are cautioned not to put undue reliance on forward-looking statements, and Jet.AI assumes no obligation and does not intend to
update or revise these forward-looking statements, whether because of new information, future events, or otherwise, except as provided
by law.
Jet.AI
Investor Relations:
Gateway
Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com
EX-99.2
EX-99.2
Filename: ex99-2.htm · Sequence: 5
Exhibit
99.2
Jet.AI
Announces $5 Million SPV Economic Interest in xAI (SpaceX)
LAS
VEGAS, NV, April 08, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), an
emerging provider of high-performance GPU infrastructure and AI cloud services, today announced a $5 million strategic investment
intended to provide an economic interest in SpaceX and its related subsidiaries, including but not limited to x.AI / Grok, Starlink,
and X / Twitter. The investment was made through a Special Purpose Vehicle (“SPV”) that held equity in xAI, prior to x.AI’s
recent acquisition by SpaceX.
The
investment is intended to reinforce Jet.AI’s strategic pivot toward AI infrastructure and to gain economic exposure into SpaceX
and xAI’s potential performance and growth. Beyond xAI’s focus on data centers and AI systems like Grok, SpaceX is working
to reduce the cost of sending cargo to space, to make an orbiting solar-powered data center a realistic and cost-efficient possibility.
Jet.AI believes exposure to and economic interest in SpaceX and xAI’s technology and development trajectory aligns with Jet.AI’s
long-term focus on and pivot towards high-performance AI systems and infrastructure. The Company also believes this investment may provide
a potential liquidity event involving SpaceX, such as a public offering.
SpaceX
Prospective IPO Size and Valuation
It
has been widely reported that SpaceX has confidentially filed for an initial public offering (IPO) with the SEC, setting the stage for
what could be the largest IPO in history.
Third
party reports indicate the company is targeting a valuation of $1.75 trillion to more than $2 trillion at listing. This would represent
a sharp increase from its ~$800 billion private valuation in late 2025 and the $1.25 trillion combined valuation after its merger with
xAI in early 2026.
Market
speculation is that the IPO would be expected to raise as much as $75 billion in new capital (with some earlier estimates around $50
billion). This would dwarf the current record holder, Saudi Aramco’s $29.4 billion IPO in 2019.
● At
a ~$1.75T–$2T valuation, the offering size positions SpaceX as potentially the first
“10-figure” (trillion-dollar scale) IPO by market debut value.
● Up
to 30% of shares could be allocated to retail investors (far above the typical 5–10%),
with plans for a special event hosting ~1,500 retail investors on June 11.
Prospective
Timeline
● Prospectus
expected in late May 2026.
● Roadshow
targeted for the week of June 8, 2026.
● Potential
listing in June or July 2026.
These
details remain fluid - final pricing, exact size, and timing will depend on investor demand, market conditions, and regulatory review.
About
Jet.AI
Jet.AI
Inc. is a technology-driven company focused on deploying artificial intelligence tools and infrastructure to enhance decision-making,
efficiency, and performance across complex systems. The Company is listed on the Nasdaq Capital Market under the ticker symbol “JTAI”.
Forward-Looking
Statements
This
press release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the
federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, with respect
to the products and services offered by Jet.AI and the markets in which it operates, Jet.AI’s projected future results, and Jet.AI’s
perception of market conditions. Statements that are not historical are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events
or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based
on current expectations, estimates and projections about our Company, our industry, our beliefs and our assumptions. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions or the negative of these terms or other similar expressions, but the absence
of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties
that could cause the actual results to differ materially from the expected results. As a result, caution must be exercised in relying
on forward-looking statements, which speak only as of the date they were made. Factors that could cause actual results to differ materially
from those expressed or implied in forward-looking statements can be found in the Company’s most recent Annual Report on Form 10-K
and subsequent reports filed with the Securities and Exchange Commission. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Readers are cautioned not to put undue reliance on forward-looking statements, and Jet.AI assumes no obligation and does not intend to
update or revise these forward-looking statements, whether because of new information, future events, or otherwise, except as provided
by law.
Jet.AI
Investor Relations:
Gateway
Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com
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