Volato, Inc. entered into a letter of intent to acquire PROOF Acquisition Corp I (NYSE:PACI) from PROOF Acquisition Sponsor I, LLC, Highbridge Capital Management, LLC, Magnetar Financial LLC, Calamos Investment Trust - Calamos Market Neutral Income Fund (MutualFund:CVSI.X) managed by Calamos Advisors LLC, Radcliffe Capital Management, L.P. and others in a reverse merger transaction on May 26, 2023. Volato, Inc. entered into a definitive agreement to acquire PROOF Acquisition Corp I from PROOF Acquisition Sponsor I, LLC, Highbridge Capital Management, LLC, Magnetar Financial LLC, Calamos Investment Trust - Calamos Market Neutral Income Fund (MutualFund:CVSI.X) managed by Calamos Advisors LLC, Radcliffe Capital Management, L.P. and others for approximately $190 million in a reverse merger transaction on August 1, 2023. At the closing, up to 18,370,336 shares of PACI Class A Common Stock will be issued to the Volato stockholders in the business combination in exchange for all outstanding shares of Volato Common Stock and Preferred Stock, which will constitute 57.9% of the outstanding Volato Group Common Stock. The management team and existing investors will be rolling 100% of their Volato equity into the new company. Upon the close of the transaction, the combined entity is expected to trade under the ticker symbol ?SOAR? and will adopt Volato as the corporate operating brand. Volato CEO and Co-Founder Matt Liotta will lead the combined company. Upon the closing of the proposed transaction, Volato?s senior management will continue to serve in their current roles. As of November 30, 2023, upon completion of the Business Combination, shares of Volato common stock and warrants will be listed on NYSE American LLC (?NYSE American?).

Completion of the transaction is subject to the approval of PACI stockholders and certain Volato stockholder approvals, the approval for listing of Class A Common Stock of Volato Group on the NYSE or other national exchange subject only to official notice of issuance thereof, the registration statement shall have become effective under the Securities Act, all applicable waiting periods (and any extensions thereof) under the HSR Act and all other Governmental Approvals applicable to the transactions, shall have expired or been terminated, or otherwise obtained, as applicable, holders of not more than 5% of the outstanding shares of Volato Capital Stock shall have dissented or preserved their rights to seek appraisal of any of their shares of Volato Capital Stock, the execution and delivery of certain ancillary agreements including sponsor support agreement; the Confidentiality agreement; the amended Registration and Stockholder Rights agreement; the Lock-Up agreement; the Subscription agreements, if any; the Employee agreements; and each other agreement, document, instrument, and certificate entered into in connection herewith or therewith for the purpose of effectuating the transactions, and any and all exhibits and schedules hereto or thereto, all of the listed directors and officers of PACI shall have resigned, the amendment and restatement of PACI?s certificate of incorporation, and other customary closing conditions. PACI Board formed a special committee to consider and negotiate the terms and conditions of the Business Combination Agreement. The board of directors of Volato has approved the proposed transaction. PACI Board, based in part on the unanimous recommendation of the Special Committee, has unanimously approved the agreement and unanimously recommends that shareholders vote for the merger. The special meeting of stockholders of PACI will be held on November 28, 2023. The stockholders of PROOF approved the transaction on November 28, 2023. The parties expect that the proposed transaction will be completed in 2023. The closing of the Business Combination is anticipated to occur on or before December 1, 2023. Trading is expected to begin on NYSE American on or about December 4, 2023, following the consummation of the Business Combination, which is currently expected to occur on or about December 1, 2023.

BTIG, LLC is serving as financial advisor to Volato. F. Reid Avett of Womble Bond Dickinson (US) LLP is serving as legal advisor to Volato. Scott Fisher, Lisa Zarlenga, Danielle Fern and Lauren Azebu of Steptoe & Johnson LLP is serving as legal advisors to PACI. Representatives from Steptoe & Johnson LLP also assisted on legal due diligence matters. LSH Partners Securities LLC acted as the financial advisor and fairness opinion provider to the Special Committee of the PACI Board. Continental Stock Transfer & Trust Company acted as transfer agent to Volato and PACI. Alliance Advisors, LLC acted as proxy solicitor to PACI for a fee of $15,000, plus disbursements. PACI agreed to pay LSH a fee of $500,000 million upon the earliest to occur of (i) signing a definitive agreement for a transaction or (ii) five days after (a) LSH rendering its opinion to the Special Committee, (b) the presentation of LSH?s financial analysis to the Special Committee or (c) the announcement by PACI of a definitive agreement in respect of a transaction. PACI has also agreed to pay LSH a fee of $750,000 which is contingent upon the consummation of the business combination and 100,000 warrants to purchase Class A Common Stock of PACI at an exercise price of $11.50 per warrant. Lee D. Charles, Lakshmi Ramanathan of Baker Botts acted as legal advisor to LSH Partners Securities, LLC. Roth MKM serving as financial advisor to Volato and Lowenstein Sandler LLP is serving as legal advisor to PROOF.

Volato, Inc. completed the acquisition of PROOF Acquisition Corp I (NYSE:PACI) from PROOF Acquisition Sponsor I, LLC, Highbridge Capital Management, LLC, Magnetar Financial LLC, Calamos Investment Trust - Calamos Market Neutral Income Fund (MutualFund:CVSI.X) managed by Calamos Advisors LLC, Radcliffe Capital Management, L.P. and others in a reverse merger transaction on December 1, 2023. The combined company will now operate under the Volato brand, and its common stock and warrants will commence trading on December 4, 2023 on the New York Stock Exchange American (?NYSE American?) under the new ticker symbols ?SOAR? and ?SOAR.WS.? Roth Capital Partners served as capital markets advisor to Volato, Inc. Richards, Layton & Finger, P.A. served as legal advisor to the special committee of the PROOF Acquisition Corp I board.