YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet, Smartphone or Tablet - QUICK *** EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail |
2026 |
JET.AI INC. |
Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on , 2026. |
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INTERNET www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. |
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Vote at the Meeting – If you plan to attend the virtual online special meeting, you will need your 12 digit control number to vote electronically at the special meeting. To attend; https://cstproxy.com/xxxxxxxxx/2026 |
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MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. |
PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY |
▲ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ▲ |
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PROXY CARD |
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS. |
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(1) To consider and vote upon a proposal to approve and adopt a series of transactions, |
FOR
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AGAINST
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ABSTAIN
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(2) To approve to adjourn the Special Meeting to a later date or dates, if necessary, to |
FOR
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AGAINST
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ABSTAIN
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including the Amended and Restated Agreement and Plan of Merger and Reorganization, dated May 6, 2025, as amended by Amendment No. 1 thereto dated July 30, 2025, Amendment No. 2 thereto dated October 10, 2025, Amendment No. 3 thereto dated January 13, 2026, and Amendment No. 4 thereto dated February 11, 2026 and as may be amended from time to time (the “Merger Agreement”), by and among Jet.AI Inc., a Delaware corporation (“Jet.AI”), flyExclusive, Inc., a Delaware corporation (“flyExclusive”), Jet.AI SpinCo, Inc., a Delaware corporation and wholly owned subsidiary of Jet.AI (“SpinCo”), and FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive (“Merger Sub”), pursuant to which (i) as a condition to closing the transaction, Jet.AI will distribute all of the shares of SpinCo, on a pro rata basis, to the stockholders of Jet.AI (the “Distribution”) and (ii) the Merger Sub will merge with and into SpinCo (the “Merger” and, together with the Distribution and all other transactions contemplated under the Merger Agreement, the “Transactions”) with SpinCo surviving the Merger as a wholly owned subsidiary of flyExclusive. A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A (the “Transactions Proposal”). |
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permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of any of the proposals (the “Adjournment Proposal”).
CONTROL NUMBER |
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Signature |
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Signature, if held jointly |
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Date |
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, 2026 |
Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.