Oxbridge Said on August 6, Entered Into An Agreement With Meteora Capital Partners, Meteora Select Trading Opportunities Master, Lp And Meteora Strategic Capital For OTC Equity Prepaid Forward Transactions

As previously announced, on February 24, 2023, Oxbridge Acquisition Corp., a Cayman Islands exempted company (“Oxbridge” or the “Company”), entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”) by and among Oxbridge, OXAC Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Oxbridge (“First Merger Sub”), Summerlin Aviation LLC (f/k/a OXAC Merger Sub II, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of Oxbridge (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), and Jet Token Inc., a Delaware corporation (“Jet Token” and, together with Oxbridge, First Merger Sub and Second Merger Sub, the “Parties”). Oxbridge and Merger Subs are sometimes referred to collectively as the “Oxbridge Parties.” Pursuant to Business Combination Agreement, among other things, (i) Oxbridge will domesticate as a Delaware corporation and change its name to “Jet.AI Inc.” (“Jet.AI”) in connection with the domestication, (ii) First Merger Sub will merge with and into Jet Token (the “First Merger”), with Jet Token surviving the merger as a wholly owned subsidiary of Jet.AI, and (iii) Jet Token (as the surviving entity of the First Merger) will merge with and into Second Merger Sub (the “Second Merger” and, together with the Domestication, the First Merger, and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Second Merger Sub surviving the merger as a wholly owned subsidiary of Jet.AI. The board of directors of Oxbridge has (i) approved and declared advisable the Business Combination Agreement, the Ancillary Agreements (as defined in the Business Combination Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Business Combination Agreement and related transactions by the shareholders of Oxbridge.

Forward Purchase Agreement

On August 6, 2023, Oxbridge entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Seller”) (the “Forward Purchase Agreement”) for OTC Equity Prepaid Forward Transactions. For purposes of the Forward Purchase Agreement, Oxbridge is referred to as the “Counterparty” prior to the consummation of the Business Combination, while Jet.AI is referred to as the “Counterparty” after the consummation of the Business Combination. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement.

Pursuant to the terms of the Forward Purchase Agreement, the Seller intends, but is not obligated, to purchase up to 1,186,952 (the “Purchased Amount”) Class A ordinary shares, par value $0.0001 per share, of Oxbridge (“Oxbridge Shares”) concurrently with the Closing pursuant to the Seller’s FPA Funding Amount PIPE Subscription Agreement (as defined below), less the number of Oxbridge Shares purchased by the Seller separately from third parties through a broker in the open market (“Recycled Shares”). The Seller shall not be required to purchase an amount of Oxbridge Shares such that following such purchase, that Seller’s ownership would exceed 9.9% of the total Oxbridge Shares outstanding immediately after giving effect to such purchase, unless the Seller, at its sole discretion, waives such 9.9% ownership limitation. The Number of Shares subject to the Forward Purchase Agreement is subject to reduction following a termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early Termination” in the Forward Purchase Agreement.