Exhibit 10.1

Joint Venture Agreement

by and between

Consensus Core Technologies Inc.

and

Jet.AI Inc.

Dated June 26th, 2025

Joint Venture Agreement

This Joint Venture Agreement (the “Agreement”) is entered into as of June 26th, 2025, by and between Consensus Core Technologies Inc., a British Columbia corporation (“Consensus”) and Jet.AI Inc., a Delaware corporation (“Jet.AI”) (each of Consensus and Jet.AI, a “Party” and collectively, the “Parties”).

WHEREAS, the Parties desire to collaborate in building infrastructure for data centers across North America; and

WHEREAS, the Parties wish to enter into a definitive agreement setting forth the terms of such collaboration.

NOW THEREFORE, in consideration of the premises and covenants in this Agreement contained, the Parties agree as follows:

Article I. Formation AND GOVERNANCE.

Section 1.1. Formation of JV LLC. On or before the Closing Date, as defined herein, the Parties shall form a limited liability company organized under the laws of the State of Delaware named Convergence Compute LLC (the “JV LLC”). Pursuant to a Contribution Agreement to be entered into among JV LLC, Consensus and Jet.AI, the form of which is attached as Exhibit A hereto (the “Contribution Agreement”), JV LLC will initially be owned 100.0% by Consensus. At the First Closing and each Subsequent Closing (as defined in the Contribution Agreement), JV LLC shall issue additional equity interests to Jet.AI on the terms set forth in the Contribution Agreement. On or before the Closing Date, the Parties shall jointly prepare, in good faith, a business, milestone and operating budget for the first year of JV LLC’s operation mutually acceptable to each of the Parties, and this Agreement shall be amended to incorporate such budget as an exhibit hereto.

Section 1.2. Project Subsidiaries. JV LLC shall establish a separate subsidiary for each data center project to be contributed by Consensus pursuant to the Contribution Agreement (each a “Subsidiary”), the terms of which are set forth on Exhibit B attached hereto. Following closing of the transactions contemplated by this Agreement and the First Closing under the Contribution Agreement, JV LLC shall own Class A equity interests of the Manitoba data center project Subsidiary representing a 65% ownership interest in such Subsidiary and Consensus and Jet.AI shall each own Class B equity interests of such Subsidiary representing a 17.5% ownership interest in the Subsidiary, respectively. Following the Second Closing under the Contribution Agreement, JV LLC shall own Class A equity interests of the Maritime data center project Subsidiary representing a 65% ownership interest in such Subsidiary and Consensus and Jet.AI shall each own Class B equity interests of such Subsidiary representing a 17.5% ownership interest in the Subsidiary, respectively. In the event that Jet.AI does not make all of its additional contributions as set forth in the Contribution Agreement, such 17.5% Class B ownership interest in the Manitoba and Maritime subsidiaries shall be reduced according to the following schedule: for failure to make the Second Cash Contribution, Jet.AI shall forfeit 10.0% and retain 7.5% Class B interest; for failure to make the Third Cash Contribution, Jet.AI shall forfeit 7.5% and retain 10.0% Class B interest; for failure to make the Fourth Cash Contribution, Jet.AI shall forfeit 5.0% and retain 12.5% Class B interest; and for failure to make the Fifth Cash Contribution, Jet.AI shall forfeit 2.5% and retain 15.0% Class B interest.

In the event that Jet.AI makes a partial payment for a particular Milestone (as defined in the Contribution Agreement), the forfeiture amount shall be pro rata to the anticipated amount of the applicable cash contribution at such Milestone.

Section 1.3. Operating Agreements. On or before the Closing Date (as defined in this Agreement), the Parties shall execute and deliver an operating agreement governing JV LLC (the “JV Operating Agreement”) and each project Subsidiary (each, a “Subsidiary Operating Agreement”).

Section 1.4. Governance. The overall management and control of the business and affairs of JV LLC shall be vested in a board of directors (the “Board”). The Board shall consist of up to five (5) directors. Consensus shall have the right to appoint three (3) of the initial directors. Jet.AI shall have the right to appoint one (1) of the initial directors, with the right to appoint an additional director immediately following the Third Closing as set forth in the Contribution Agreement defined herein.

Article II. Closing.

Section 2.1. Closing Date. The initial closing of the transactions contemplated by this Agreement (the “First Closing”) shall take place on the business day following satisfaction of the conditions set forth in Article VI of this Agreement (other than those that are to be satisfied at or immediately prior to the First Closing) but subject to the satisfaction or, to the extent permitted by applicable law, waiver of such conditions at the First Closing) have been satisfied or, to the extent permitted by applicable law, waived, by electronic exchange of documents and signatures, unless the Parties mutually agree to such other place, time or date (the “Closing Date”).

Section 2.2. Subsequent Closings. The Parties anticipate additional closings as JV LLC commences operations and completes certain Milestones. These additional closings will be documented in the Contribution Agreement. Execution of the Contribution Agreement will be a condition to the First Closing, as further set forth in Article VI of this Agreement.

Section 2.3. Initial Contribution. On the Closing Date, the Parties shall each make their Initial Contribution to JV LLC, pursuant to the terms set forth in the Contribution Agreement attached as Exhibit A hereto.

Article III. Representations and Warranties of Consensus.

Except as otherwise disclosed or identified in the disclosure schedules delivered by Consensus to Jet.AI on the date of this Agreement (the “Consensus Disclosure Schedules”), Consensus represents and warrants that:

Section 3.1. Organization. Consensus is a corporation, duly organized, validly existing and in good standing under the laws of Canada and has all corporate power and authority necessary to own or lease its properties and assets and to carry on its business as currently conducted and as presently proposed to be conducted.

Section 3.2. Authorization. Consensus has the corporate power and authority to execute and deliver this Agreement and the agreements contemplated by this Agreement. The execution, delivery and performance by Consensus of this Agreement has been duly and validly authorized by Consensus’s board of directors and no other corporate proceedings on the part of Consensus are necessary to authorize this Agreement or to perform its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by Consensus and constitutes a legal, valid and binding agreement of Consensus, enforceable against Consensus in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of equity.

Section 3.3. Non-Contravention. The execution, delivery and performance by Consensus of this Agreement or any of the agreements contemplated by this Agreement do not and will not (with or without notice or lapse of time, or both): (a) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation, bylaws or other governing documents of Consensus, (b) conflict with, or result in a violation or breach of any provision of any law or order of any Governmental Authority; or (c) subject to obtaining the consents and waivers set forth in Section 3.5 of the Consensus Disclosure Schedules, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any mortgage, contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against Consensus or its assets and properties. As used herein, “Governmental Authority” shall mean any national, state or local, domestic or foreign or international, government or any judicial, legislative, executive, administrative or regulatory authority, tribunal, agency, body, entity or commission or other governmental, quasi-governmental or regulatory authority or agency, domestic or foreign or international.

Section 3.4. Title. Consensus, either directly or through a wholly owned subsidiary, has good, valid and marketable title to, a valid license to, or a valid leasehold interest in (as applicable), the Contributed Assets (as defined in the Contribution Agreement), free and clear of any liens (other than Permitted Encumbrances , as defined below). Upon the sale, conveyance, transfer, assignment and delivery of the Contributed Assets in accordance with the Contribution Agreement, JV LLC will acquire good, valid and marketable title to, a valid license to, or a valid leasehold interest in, the Contributed Assets, free and clear of any liens (other than Permitted Encumbrances). For purposes hereof, “Permitted Encumbrances” means: (i) the existing mortgage liens disclosed on Section 3.4 of the Consensus Disclosure Schedules, (ii) statutory liens for current taxes or other governmental charge not yet due and payable or not yet delinquent or the amount or validity of which is being contested in good faith, (iii) zoning, entitlement or other land use and environmental regulations that do not materially interfere with JV LLC’s (or any Subsidiary’s) intended ownership, use, development, or operation of the Land (as defined in the Contribution Agreement), and (iv) any charge, claim, equitable interest, lien, option, pledge, mortgage, or other encumbrance expressly consented to by Parties acting reasonably and in good faith.

Section 3.5. Consents. Except as set forth in Section 3.5 of the Consensus Disclosure Schedules, the execution, delivery and performance of this Agreement and any agreement contemplated by this Agreement by Consensus do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority or third party.

Section 3.6. Litigation. Except as set forth in Section 3.6 of the Consensus Disclosure Schedules, as of the date of this Agreement, there is no suit, claim, action, proceeding, arbitration or investigation pending, or to Consensus’s knowledge threatened in writing, against Consensus or which seeks to, or would reasonably be expected to, restrain, enjoin or delay the closing of the transactions contemplated by this Agreement or any agreement related to this Agreement.

Section 3.7. Material Adverse Effect. There is no material fact known to Consensus any of its Affiliates which has not been disclosed to Jet.AI in writing which has, or insofar as Consensus can reasonably foresee, may have a material adverse effect on the Land, the ability of JV LLC (or any Subsidiary) to develop the Manitoba Datacenter Project or the Maritime Datacenter Project (each as defined in the Contribution Agreement) or Jet.AI’s ability to satisfy the requirements of this Agreement or the Contribution Agreement. Consensus has delivered to Jet.AI true, correct and complete copies of all agreements, leases, contracts, reports and other documents obtained or reviewed by Consensus or its Affiliates with respect to its due diligence investigation of the Land and the transactions contemplated under this Agreement and the Contribution Agreement.

Section 3.8. Notices. Neither Consensus nor any of its Affiliates has received any written notice or has other actual knowledge of any change contemplated in any laws or restrictions materially affecting the Land, the Manitoba Datacenter Project or the Maritime Datacenter Project, or any judicial or administrative action, or any action by adjacent landowners with respect to the Land, and neither Consensus nor any of its Affiliates has received any written notice or has other actual knowledge of any other fact, circumstance or condition, financial or otherwise (other than generally applicable market conditions) which would prevent, limit, impede or render more costly the Land, the Manitoba Datacenter Project or the Maritime Datacenter Project, or the use, operation, marketing, development and sale of the Land, the Manitoba Datacenter Project or the Maritime Datacenter Project contemplated hereunder or in the Contribution Agreement.

Article IV. Representations and Warranties of Jet.AI.

Except as otherwise disclosed or identified in in the disclosure schedules delivered by Jet.AI to Consensus on the date of this Agreement (the “Jet.AI Disclosure Schedules”), Jet.AI represents and warrants that:

Section 4.1. Organization. Jet.AI is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all corporate power and authority necessary to own or lease its properties and assets and to carry on its business as currently conducted and as presently proposed to be conducted.

Section 4.2. Authorization. Jet.AI has the corporate power and authority to execute and deliver this Agreement and the agreements contemplated by this Agreement. The execution, delivery and performance by Jet.AI of this Agreement has been duly and validly authorized by Jet.AI’s board of directors and no other corporate proceedings on the part of Jet.AI are necessary to authorize this Agreement or to perform its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by Jet.AI and constitutes a legal, valid and binding agreement of Jet.AI, enforceable against Jet.AI in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of equity.

Section 4.3. Non-Contravention. The execution, delivery and performance by Jet.AI of this Agreement or any of the agreements contemplated by this Agreement do not and will not (with or without notice or lapse of time, or both): (a) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of Jet.AI,( b) conflict with, or result in a violation or breach of any provision of any Law or Order; or (c) subject to obtaining the consents and waivers set forth in Section 4.4 of the Jet.AI Disclosure Schedules, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any mortgage, contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against Jet.AI or its assets and properties.

Section 4.4. Consents. Except as set forth in Section 4.4 of the Jet.AI Disclosure Schedules, the execution, delivery and performance of this Agreement and any agreement contemplated by this Agreement by Jet.AI do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority or third party.

Section 4.5. Litigation. As of the date of this Agreement, there is no suit, claim, action, proceeding, arbitration or investigation pending, or to Jet.AI’s knowledge threatened in writing, against Jet.AI or which seeks to, or would reasonably be expected to, restrain, enjoin or delay the closing of the transactions contemplated by this Agreement or any agreement related to this Agreement.

Article V. Covenants.

Section 5.1. Due Diligence. Subject to Section 5.2 below, prior to the Closing Date, the Parties shall furnish and disclose to each other information concerning their respective businesses, assets and liabilities as the other Party or its representatives shall reasonably request. In addition, Consensus will (i) give to Jet.AI and Jet.AI’s duly appointed agents or representatives access to the offices, properties, books, records, documents, directors, officers and employees of Consensus and the Data Center Projects (as defined in the Contribution Agreement) during normal business hours, (ii) furnish to Jet.AI and Jet.AI’s duly appointed agents or representatives such financial, tax and operating data and other information as Jet.AI and its agents or representatives may reasonably request, and (iii) instruct the Consensus and Data Center Projects’ directors and officers to cooperate with Jet.AI and its duly appointed agents or representatives in connection with any requests for access or information pursuant to (i) or (ii) above; provided, however, that Consensus may restrict the foregoing access to the extent that (i) any law requires Consensus to restrict or prohibit access to any such properties or information, or (ii) the disclosure of such information to Jet.AI or its representatives would violate confidentiality obligations owed to another person and such confidentiality obligations were in effect prior to the execution and delivery of this Agreement.

Section 5.2. Restriction on Transfer. No Party may transfer any interest in JV LLC without the other Party’s prior written consent, except for transfers to Affiliates, in a Change of Control (with notice), or as permitted by the Operating Agreement. Any proposed third-party transfer requires 30 days’ notice and grants the other Party a right of first refusal to match terms. All transfers must comply with applicable law, and transferees must agree in writing to be bound by this Agreement and the Shareholder Agreement. Unauthorized transfers are void and shall not be recognized by JV LLC.

Section 5.3. Confidential Information. This Agreement is subject to the confidentiality agreement entered into between the Parties on January 25, 2025.

Section 5.4. Further Assurances. Each of the Parties will execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations, or other actions by, or giving any notices to, or making any filings with, any Governmental Entity or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

Section 5.5. Survival. The representations, warranties, covenants and agreements made in this Agreement shall survive any investigation made by any Party and the closing of the transactions contemplated by this Agreement.

Article VI. Conditions to Closing.

Section 6.1. Conditions of Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions:

(c) For purposes of Section 6.1(b)(2), Jet.AI shall have 10 days after receiving notice from JV LLC that a Milestone has been achieved to contest such achievement by providing written notice to JV LLC and setting forth in detail why it believes such Milestone was not achieved. JV LLC shall then have 30 days to cure or remedy any such alleged failure. If after such 30 day cure period, the partis are not in agreement as to whether such Milestone was achieved or not, then the parties agree to submit the dispute to binding arbitration.

Article VII. Certain Definitions.

As used in this Agreement the following terms shall have the meanings set forth below:

“Affiliate” means, when used with respect to a specified Person, any Person which: (a) directly or indirectly Controls, is Controlled by or is Under Common Control with such specified Person; (b) is an officer, director, general partner, trustee or manager of such specified Person, or of a Person described in clause (a) of this definition; or (c) is a relative of such specified Person or of an individual described in clauses (a) or (b) of this definition.

“Change of Control” means, with respect to a Person, the occurrence of any of the following at any time after the date of this Agreement:

(a) any Person or group (within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended) of Persons shall have become the beneficial owner of more than 50% of the then outstanding voting securities of any such Person;

(b) a majority of the board of directors (or similar governing body) of such Person shall consist at such time of individuals other than (A) members of the board of directors (or similar governing body) of such Person, on the date of this Agreement and (B) other members of such board of directors (or similar governing body) recommended, elected or approved to succeed or become directors of such Person, by a majority of such Persons referred to in clause (A) or by Persons so recommended, elected or approved;

(c) the disposition, by sale, assignment, conveyance, transfer, lease, exchange or otherwise of all or substantially all of the assets of such Person (other than to a wholly owned subsidiary of such Person) in one transaction or a series of related transactions; or

(d) the approval by the equityholders of such Person of a complete or partial liquidation or dissolution of such Person.

“Control,” including the correlative terms “Controlled by”, “Controlling” and “Under Common Control with” means possession, directly or indirectly (through one or more intermediaries), of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

“Person” means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Authority.

Article VIII. Miscellaneous.

Section 8.1. Termination. This Agreement may be terminated at any time prior to the Closing:

(a) in writing by each of the Parties;

(b) by either Party if the other Party fails to comply in any material respect with any of its covenants or agreements contained in this Agreement, or breaches its representations or warranties in any material respect and such noncompliance or breach shall continue unremedied for a period of ten (10) days after written notice of such breach to the noncomplying or breaching Party by the other Party; and

(c) by either Party if the other Party experiences a Change of Control, excluding the consummation by Jet.AI of the flyExclusive transaction.

Section 8.2. Effect of Termination. In the event of termination of this Agreement as provided above, this Agreement will become void and there will be no liability on the part of any Party to the other Party or its stockholders or directors or officers in respect of this Agreement, except for the obligations of the Parties pursuant to Section 5.4.

Section 8.3. Amendment and Assignment. This Agreement may not be amended except in writing by the Parties, nor may any rights or remedies under this Agreement by waived except in writing by the Parties. This Agreement may not be assigned by either Party without the prior written consent of the other Party. No course of dealing between or among any Persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any Party under or by reason of this Agreement.

Section 8.4. Expenses. Except as otherwise expressly provided in this Agreement, all costs and expenses incurred by a Party in connection with the preparation, negotiation, execution, and performance of this Agreement, and the consummation of the transactions contemplated hereby, will be borne and paid by the Party incurring such expense. The provisions of this section shall survive any termination of the Agreement.

Section 8.5. Notices. All notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand or sent by registered or certified mail, postage prepaid, or by reputable overnight courier service, or by electronic mail with acknowledgment of receipt of complete transmission further confirmed by a copy sent by reputable overnight courier service. Any notice or other communication so given shall be validly given under this Agreement upon receipt if delivered by hand, upon receipt if sent by registered or certified mail or by overnight courier service, and upon return receipt if sent by electronic mail to the addresses set forth below, unless other addresses are specified in writing:

Consensus Core Technologies Inc.

Wayne Lloyd

Email: [email protected]

Jet.AI Inc.

George Murnane

Email: [email protected]

Section 8.6. Binding Agreement; Assignment. This Agreement and all of the provisions of this Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned by a Party without the prior written consent of the other Party.

Section 8.7. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but, if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement.

Section 8.8. Entire Agreement. This Agreement (including the Exhibits and Schedules of this Agreement) and the documents contemplated by this Agreement contain the entire agreement between the Parties and supersede any prior understandings, agreements or representations by or between the Parties, written or oral, which may have related to the subject matter of this Agreement in any way.

Section 8.9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. At the Closing, signature pages of counterparts may be exchanged by electronic transmittal of scanned images thereof, in each case subject to appropriate customary confirmations in respect thereof by the signatory for the Party providing a scanned image and that Party’s counsel.

Section 8.10. Governing Law; Waiver of Jury Trial. This Agreement and any claims arising out of or relating this Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Delaware without regard to the conflicts of law provisions of Delaware to the extent that such principles would direct a matter to another jurisdiction. EACH PARTY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR WITH RESPECT TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR RELATING OR INCIDENTAL TO THIS AGREEMENT.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

Consensus Core Technologies Inc.

Jet.AI Inc.

Signature Page to Joint Venture Agreement

Exhibit 10.2

***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.

CONTRIBUTION Agreement

by and among

Convergence Compute LLC,

Consensus Core Technologies Inc.

and

Jet.AI Inc.

Dated July 2, 2025

Contribution Agreement

This Contribution Agreement (this “Agreement”) dated as of July 2, 2025, by and between Consensus Core Technologies Inc., a British Columbia corporation (“Consensus”), Jet.AI Inc., a Delaware corporation (“Jet.AI”), and Convergence Compute LLC, a Delaware limited liability company (“JV LLC”), (each of Consensus and Jet.AI, a “Party” and collectively, the “Parties”).

WHEREAS, each of Consensus and Jet.AI are parties to that certain Joint Venture Agreement dated June 26th, 2025, containing various terms and conditions regarding the formation and operations of JV LLC (the “JV Agreement”);

WHEREAS, JV LLC desires to satisfy certain liabilities of Consensus in consideration for the contribution of certain assets on the terms and conditions set forth in this Agreement and consistent in all material respects with the JV Agreement; and

WHEREAS, JV LLC desires to sell to Jet.AI, and Jet.AI desires to purchase from JV LLC, certain equity interests of JV LLC (collectively, the “Equity Interest”), with the rights, preferences, privileges, restrictions and obligations set forth in JV LLC’s Certificate of Formation filed with the Delaware Secretary of State on June 30, 2025, on the terms and conditions set forth in this Agreement and consistent in all material respects with the JV Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Article I. Contribution

Section 1.1. Consensus Contribution of Assets. Subject to the terms of this Agreement, on the Second Closing Date, Consensus will contribute, transfer, assign, convey and deliver, and JV LLC hereby agrees to acquire and accept, all of Consensus’ right, title and interest in and to those assets listed on Schedule 1.1 attached hereto.

Section 1.2. Consensus Consideration. As consideration for the Consensus Contributed Assets as set forth in Section 1.1 of this Agreement and subject to the terms and conditions of this Agreement, including without limitation the satisfaction or waiver of the closing conditions set forth in Section 1.6 of this Agreement, Consensus Core Infrastructure Ltd., a wholly-owned subsidiary of Consensus (“CCI”), has been issued Units in JV LLC, initially representing 100% of all issued and outstanding Units of JV LLC. JV LLC will pay-off or otherwise extinguish the Promissory Note (as defined below) on behalf of Consensus as set forth above. On the Second Closing Date (as defined herein), Consensus or, at its election, an affiliate of Consensus shall also receive Class B Units for the Subsidiary established to own, develop and operate the Midwest Data Center Project (the “Midwest Subsidiary”) equal to a 17.5% equity interest in such Midwest Subsidiary. At the Third Closing (as defined herein), Consensus or, at its election, an affiliate of Consensus shall also receive Class B Units for the Subsidiary established to own, develop and operate the Maritime Data Center Project (the “Maritime Subsidiary”) equal to a 17.5% equity interest in such Maritime Subsidiary.

Section 1.3. Jet.AI Contribution of Initial Cash; Milestones. Upon the execution of this Agreement (the “Initial Closing”), Jet.AI shall contribute $300,000 to JV LLC (the “Jet.AI Initial Cash Contribution”), which funds shall be used to pay any expenses incurred in connection with the acquisition of the adjacent property described in the project milestones set forth on Schedule 1.6 attached hereto (collectively, the “Milestones”). JV LLC will issue and sell to Jet.AI, on the date of the Initial Closing, and Jet.AI agrees to accept from JV LLC, Units of JV LLC, representing 0.5% of the Equity Interest of JV LLC. Following the Initial Closing Consensus shall use good faith and commercially reasonable efforts to cause JV LLC (and/or any Subsidiary thereof) to achieve or otherwise satisfy each of the Milestones as soon as reasonably possible and in a manner consistent with data center developments in North America substantially similar to the Midwest Data Center Project and the Maritime Data Center Project.

Section 1.4. Jet.AI Second Cash Contribution. Subject to the terms of this Agreement, on the Second Closing Date, Jet.AI will contribute, transfer, assign, convey and deliver, and JV LLC does hereby acquire and accept, one million seven hundred thousand dollars denominated in currency of the United States ($1,700,000) (the “Jet.AI Second Cash Contribution”). One million dollars ($1,000,000) of the Jet.AI Second Cash Contribution shall be utilized to pay off the amount then owing under that certain Secured Convertible Debenture dated October 8, 2021 made by Consensus in favor of [***] and that certain Secured Convertible Debenture dated October 8, 2021 made by Consensus in favor of [***] (as such debentures have been amended to date collectively, the “Promissory Note”) so that Consensus’s contribution of the Midwest Datacenter Project is free and clear of all encumbrances. Any legal or other expenses incurred in connection with the origination or termination of the existing Midwest mortgage shall be paid by JV LLC.

Section 1.5. Jet.AI Consideration. As consideration for the Jet.AI Second Cash Contribution and subject to the terms and conditions of this Agreement, including without limitation the satisfaction or waiver of the closing conditions set forth in Section 1.6 of this Agreement, JV LLC will issue and sell to Jet.AI, on the Second Closing Date, and Jet.AI agrees to accept from JV LLC, Units of JV LLC representing an additional 0.5% of the Equity Interest of JV LLC. Jet.AI shall also receive Class B Units for the Midwest Subsidiary equal to a 17.5% equity interest in such Midwest Subsidiary.

Section 1.6. Closings.

(a) The second closing of the issuance and sale of the Equity Interest (the “Second Closing”) and the contribution of the Consensus Contributed Assets and the Jet.AI Second Cash Contribution will take place electronically within three business days of the satisfaction or waiver by Jet.AI of all of the Second Closing Milestones (the “Second Closing Date”).

(b) Jet.AI may, at its election and in its sole discretion, participate in up to three additional closings of the issuance and sale of the Equity Interest subsequent to the Initial Closing and Second Closing, until such time as Jet.AI has contributed an aggregate sum of twenty million dollars denominated in currency of the United States ($20,000,000) in exchange for a cumulative twenty percent (20%) equity interest in JV LLC (each such transaction, a “Subsequent Closing”). Provided, however, that the amounts for any such Subsequent Closings shall be as specified in the provisions set forth hereinafter:

(1) Subject to the terms and conditions of this Agreement, including without limitation the satisfaction or waiver of the closing conditions set forth in Section 1.14 of this Agreement and the achievement or waiver by Jet. AI of the Third Closing Milestones (the “Third Closing”), Jet.AI will contribute an additional two million dollars denominated in currency of the United States ($2,000,000) to JV LLC (the “Jet.AI Third Cash Contribution”). As consideration for the Jet.AI Third Cash Contribution, JV LLC will issue and sell to Jet.AI an additional one-half percent (0.5%) Equity Interest of JV LLC. For the avoidance of doubt, Jet.AI will hold 1.5% of the Equity Interest of JV LLC upon the Third Closing. At the Third Closing, Jet.AI shall also receive Class B Units for the Maritime Subsidiary equal to a 17.5% equity interest in such Maritime Subsidiary.

(2) Subject to the terms and conditions of this Agreement, including without limitation the satisfaction or waiver of the closing conditions set forth in Section 1.14 of this Agreement and the achievement or waiver by Jet.AI of the Fourth Closing Milestones, Jet.AI will have the option (the “1^st Option”), but not the obligation, to contribute an additional four million dollars denominated in currency of the United States ($4,000,000) to JV LLC (the “Jet.AI Fourth Cash Contribution”). As consideration for the Jet.AI Fourth Cash Contribution, JV LLC will issue and sell to Jet.AI an additional 0.5% Equity Interest upon the satisfaction or waiver of the closing conditions set forth in Section 1.14 of this Agreement (the “Fourth Closing”). For the avoidance of doubt, Jet.AI will hold 2.0% of the Equity Interest upon the Fourth Closing.

(3) Subject to the terms and conditions of this Agreement, including without limitation the satisfaction or waiver of the closing conditions set forth in Section 1.14 of this Agreement and the achievement or waiver by Jet.AI of the Fifth Closing Milestones, in the event that Jet.AI has timely exercised the 1^st Option, Jet.AI will have the option (the “2^nd Option”), but not the obligation, to contribute an additional twelve million dollars denominated in currency of the United States ($12,000,000) to JV LLC (the “Jet.AI Fifth Cash Contribution”). As consideration for the Jet.AI Fifth Cash Contribution, JV LLC will issue and sell to Jet.AI an additional 0.5% Equity Interest upon the satisfaction or waiver of the closing conditions set forth in Section 1.14 of this Agreement (the “Fifth Closing”). For the avoidance of doubt, Jet.AI will hold a 2.5% Equity Interest upon the Fifth Closing.

(4) Notwithstanding anything in this Agreement to the contrary, Jet.AI may, at any time and in its sole discretion, accelerate all or any portion of the cash contributions contemplated by subsections (1) through (3) of this Section 1.6(b) prior to the achievement of the related project milestone (each, an “Accelerated Contribution”); provided, however, that any Accelerated Contribution must be made in a minimum amount of two million dollars denominated in currency of the United States ($2,000,000). The number of JV LLC units to be issued upon any such Accelerated Contribution shall be based upon a pre-money equity value of JV LLC of one hundred fifty million dollars denominated in currency of the United States ($150,000,000); provided, further, that the maximum cash permitted to be contributed by Jet.AI to JV LLC under this Agreement may not exceed twenty million dollars denominated in currency of the United States ($20,000,000).

(c) Notwithstanding the foregoing, in the event that the conditions for the Fourth and/or Fifth Closing have been met, but Jet.AI does not elect to exercise its option to make such Cash Contribution, as applicable, within 60 business days after such respective Milestones have been met, then Jet.AI shall automatically forfeit its option to make any and all subsequent cash contributions including any Accelerated Contribution and its ownership interest in Class B Units of the Subsidiaries shall be adjusted as set forth in the JV Agreement. In the event that Jet.AI does not elect to exercise its option for the Fourth or Fifth Closing, respectively, then Consensus shall have the right to acquire, or have another third-party acquire, the equity interests otherwise due Jet.AI in that specific closing; provided, however, such acquisition shall not diminish the rights, or increase the obligations or liabilities, of Jet.AI under this Agreement or the JV Agreement.

Section 1.7. Sale of Land Prior to Commencement of Construction.

(a) If JV LLC agrees to sell, ground lease, or otherwise convey any ownership interests in all or any portion of the real property (the “Land”) underlying the Midwest Datacenter Project (as defined below) before the Commencement of Construction (as defined below), Jet.AI shall receive, at the closing of such sale of the Land, the greater of:

(b) For purposes of this Section 1.7, “Commencement of Construction” means the start of physical construction work on the Land, including grading, excavation, or installation of permanent improvements, but excluding feasibility studies, site surveys, or similar pre-construction activities.

(c) The Parties acknowledge and agree that this Section 1.7 shall survive the Initial Closing and any Subsequent Closings and shall remain in full force and effect notwithstanding any other provision of this Agreement or any related agreements.

Section 1.8. Exchange Rights Upon Public Listing. In the event that JV LLC (or any successor or assign) becomes publicly listed on a national securities exchange (a “Public Listing”), each holder of Class B Units in the Midwest Subsidiary shall have the right, in its sole discretion, to exchange all or any portion of its interests in the Midwest Subsidiary for units of JV LLC. All Class B interests in the Midwest Subsidiary owned by Consensus and Jet.AI can be exchanged for an equivalent ownership interest in JV LLC. For example, a 17.5% Class B ownership interest in the Midwest Subsidiary would be exchanged for a 17.5% ownership interest in JV LLC. Immediately prior to such Public Listing, the parties hereto agree that the Subsidiary established to own, develop, and operate the Maritime Datacenter Project (the “Maritime Subsidiary”) shall be spun-off into a separate joint venture formed and organized under the same terms as those set forth in the JV Agreement. At the time of such spin-off, Consensus and Jet.AI shall continue to hold their Class B equity interests in the Maritime Subsidiary and JV LLC shall contribute its Class A interest in the Maritime Subsidiary to the newly-formed joint venture. In the event of any inconsistency between this Section 1.8 and any other provision of this Agreement, this Section 1.8 shall prevail.

Section 1.9. Initial Closing Deliveries. At the Initial Closing, Jet.AI will deliver to JV LLC the Jet.AI Initial Cash Contribution by wire transfer of immediately available funds pursuant to Section 1.11 below. JV LLC will deliver to Jet.AI one or more certificates, or evidence of book entry thereof, representing the Equity Interest, calculated pursuant to this Agreement.

Section 1.10. Second Closing Deliveries. At the Second Closing:

Section 1.11. Flow of Funds Requirement. No cash contribution by Jet.AI under this Agreement, including the Jet.AI Initial Cash Contribution and any contributions made by Jet.AI during a Subsequent Closing or Accelerated Contributions, shall be made without a mutually agreed upon written flow of funds, each of which shall be attached as an exhibit to this Agreement. The flow of funds for the Jet.AI Initial Cash Contribution is attached as Exhibit A and shall govern the use of funds at the Initial Closing. The flow of funds for Subsequent Closings shall be in substantially the same form as Exhibit A.

Section 1.12. Mortgage Payoff and Title Delivery. As set forth in Exhibit B and as a condition to the Second Closing, any mortgage on the land underlying the Midwest Datacenter Project shall be fully discharged, and the property shall be conveyed to JV LLC free and clear of all liens and encumbrances. At the Second Closing, the Parties shall receive (i) evidence of such mortgage release, and (ii) evidence that title to the property is held by JV LLC.

Section 1.13. Transfer Restriction. No Party may transfer its ownership interest in JV LLC without the prior written consent of the other Party.

Section 1.14. ROFR Rights. In the event a Party becomes insolvent or is subject to bankruptcy, receivership, or similar proceedings (a “Distress Event”), the other Party shall have the right, but not the obligation, to purchase the distressed Party’s JV LLC interest at the then Fair Market Value (as defined below). The parties agree that this right functions as a limited right of first refusal (a “Right of First Refusal”) that is triggered only upon a Distress Event, is an inseparable part of ownership, and binds all successors, assigns, and representatives, including in bankruptcy. Any Right of First Refusal is specifically enforceable and survives termination of this Agreement and the JV Agreement. For purposes hereof, “Fair Market Value” means the amount that would be payable for the distressed Party’s JV LLC interest in an arm’s length transaction between an informed and willing seller and an informed and willing buyer, in each case, as determined by a third party having no less than 10 years of experience appraising substantially similar interests.

Section 1.15. Subsequent Closing Deliveries. At each Subsequent Closing:

(a) Consensus will deliver to JV LLC a certificate, dated as of the Initial Closing Date and signed by a duly authorized officer of Consensus, that each of the conditions set forth in (1) Article VI of the JV Agreement, (2) Section 1.6(b) of this Agreement, and (3) each applicable Milestone for the Subsequent Closing have been satisfied.

(b) Jet.AI will deliver to JV LLC:

(c) JV LLC will deliver to Jet.AI, one or more certificates, or evidence of book entry thereof, representing the appropriate percentage ownership as described in Section 1.6(b) of this Agreement.

Article II. Representations and Warranties

Section 2.1. Representations and Warranties of Consensus and Jet.AI.

(a) Each of Consensus and Jet.AI has not been formed for the primary purpose of acquiring the Equity Interest, and is purchasing the Equity Interest for its own account, with the intention of holding the Equity Interest for investment, with no present intention of dividing, or allowing others to participate in, this investment, or of reselling, or otherwise participating directly or indirectly in a distribution of, the Equity Interest. Further, each of Consensus and Jet.AI will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any Equity Interest (or solicit any offers to buy or otherwise acquire any Equity Interest), except in compliance with the Securities Act of 1933, as amended (the “Securities Act”). JV LLC is not obligated to register Equity Interest under the Securities Act or the laws of any other jurisdiction. The Equity Interests are subject to additional restrictions on transfer.

(b) Each of Consensus and Jet.AI is an “accredited investor” (as that term is defined in Rule 501 of Regulation D under the Securities Act) and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment and is able to bear the economic risk of such investment, including the ability to afford holding the Equity Interest for an indefinite period or to afford a complete loss of this investment.

(c) Each of Consensus and Jet.AI understands that no federal or state agency has made any finding or determination regarding the fairness of the offering of the Equity Interest for investment, or any recommendation or endorsement of the offering of the Equity Interest.

(d) All documents, records and books pertaining to an investment in the Equity Interest have been made available for inspection by each of Consensus and Jet.AI, as well as the attorneys, accountants, financial and other advisers of Consensus and Jet.AI.

Section 2.2. Representations and Warranties of JV LLC.

(a) Organization. JV LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all corporate power and authority necessary to own or lease its properties and assets and carry on its business as currently conducted.

(b) Authorization. JV LLC has the corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby (the “JV LLC Related Agreements”). The execution, delivery and performance by JV LLC of this Agreement and the JV LLC Related Agreements, and the consummation by JV LLC of the transactions contemplated hereby have been duly and validly authorized by any governing body or any holders of equity securities of JV LLC, if applicable, and no other corporate proceedings on the part of JV LLC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to perform its obligations hereunder. This Agreement and the JV LLC Related Agreements have been duly and validly executed and delivered by JV LLC and, assuming this Agreement constitutes the legal, valid and binding agreement of JV LLC, constitutes a legal, valid and binding agreement of JV LLC, enforceable against JV LLC in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of equity.

(c) Non-Contravention. The execution, delivery and performance by JV LLC of this Agreement, the JV LLC Related Agreements, and the consummation of the transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both):

(1) contravene, conflict with, or result in any violation or breach of any provision of the certificate of formation or operating agreement of JV LLC;

(2) result in the imposition or creation of any pledge, lien, mortgages, charges, encumbrances, hypothecations, options, rights of first refusal, rights of first offer and security interests of any kind or nature whatsoever on, or with respect to, any of the Consensus Contributed Assets;

(3) require any consent, approval, authorization or permit of, action by, filing with or notification to, any national, state or local, domestic or foreign or international, government or any judicial, legislative, executive, administrative or regulatory authority, tribunal, agency, body, entity or commission or other governmental, quasi-governmental or regulatory authority or agency, domestic or foreign or international (each, a “Governmental Authority”); or

(4) contravene, conflict with or result in a violation or breach of any provision of any statute, law, ordinance, rule, regulation or requirement of a Governmental Authority or any order, judgment, writ, decree or injunction issued by any court, agency or other Governmental Authority.

(d) Exempt Offering. The offer, issuance, sale and delivery of the share of Equity Interest, as provided in this Agreement, are exempt from the registration and qualification requirements of the Securities Act and all applicable state securities laws, and are otherwise in compliance with such laws. Neither JV LLC nor any individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Authority (each, a “Person”) acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of JV LLC under circumstances which would require the integration of such offering with the offering of the Equity Interest under the Securities Act) which might subject the offering, issuance or sale of the Equity Interest to the registration requirements of the Securities Act.

Article III. Miscellaneous

Section 3.1. Survival. The representations, warranties, covenants and agreements made in this Agreement will survive any investigation made by any Party and the closing of the transactions contemplated hereby.

Section 3.2. Successors and Assigns. This Agreement is binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that no Party may assign or transfer its rights under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, which consent will not be unreasonably withheld.

Section 3.3. Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing in this Agreement, express or implied, is intend to or may be construed to confer upon any other Person any legal or equitable right, benefit, remedy or claim of any nature whatsoever by reason of this Agreement.

Section 3.4. Governing Law. This Agreement will be governed and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction other than the State of Delaware.

Section 3.5. Severability. If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any statute, law, ordinance, rule, regulation or requirement of a Governmental Authority or public policy, all other terms, conditions and provisions of this Agreement will remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party.

Section 3.6. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all oral agreements and understandings and all written agreements prior to the date of this Agreement between or on behalf of the Parties with respect to the subject matter of this Agreement.

Section 3.7. Amendments and Waivers. This Agreement may be amended only by a writing signed by each of the Parties, and any amendment shall be effective only to the extent specifically set forth in that writing. Either Party may waive in writing the benefit of any provision of this Agreement with respect to itself for any purpose.

Section 3.8. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, constitute one and the same agreement. At Initial Closing and any Subsequent Closing, signature pages of counterparts may be exchanged by electronic transmittal of scanned images of this Agreement.

Section 3.9. Notices. All notices or other communications required or permitted to be given under this Agreement are to be made in writing and delivered by hand or sent by (a) reputable overnight courier service or (b) electronic mail with acknowledgment of receipt of transmission further confirmed by the receiving Party. Any notice or other communication so given will be validly given (x) upon receipt if delivered by hand, (y) upon receipt if sent by overnight courier service, and (z) delivery if sent by electronic mail to the addresses set forth below or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

If to Consensus, to:

Consensus Core Technologies Inc.

202 - 1965 West 4th Ave.

Vancouver BC V6J 1M8

Email: [email protected]

Attention: Wayne Lloyd

with a copy to:

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31^st Floor

New York, NY 10036

Email: [email protected]

Attention: Marc Ross

If to Jet.AI, to:

Jet.AI Inc.

10845 Griffith Peak Dr.

Suite 200

Las Vegas, NV 89135

Attention: George Murnane

Email: [email protected]

with a copy to:

Dykema Gossett PLLC

111 E. Kilbourn Avenue

Suite 1050

Milwaukee, WI 53202

Attention: Kate Bechen

Email: [email protected]

Rejection or other refusal to accept or the inability for delivery to be effected because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

[Signatures on next page.]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

Consensus Core Technologies Inc.

Jet.AI Inc.

Convergence Compute LLC

Schedule 1.1

Consensus Contributed Assets

At the Second Closing:

1. All of the issued and outstanding equity interests in 1296334 BC Ltd., a British Columbian corporation (the “Midwest Datacenter Project”).

At the Third Closing:

1. Assignment of all rights of Consensus in and to any rights to lease or options to buy the property set forth in the draft Letter of Intent attached hereto (as the same may be modified) (the “Maritime Datacenter Project”).

Schedule 1.6

Project Milestones

1. Second Closing Milestones:

2. Third Closing Milestones:

3. Fourth Closing Milestones¹:

4. Fifth Closing Milestones:

¹ If more than 80% of the funds from the Fourth Closing are earmarked for one of the two particular projects, then the achievement of the milestones for that particular project only need to be achieved to satisfy the entire milestones prerequisite for the Fourth Closing.

Exhibit 99.1

Jet.AI and Consensus Core Execute Definitive Agreement for Phased Execution of Canadian Hyperscale Data Center

LAS VEGAS, June 26, 2025 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI) and Consensus Core Technologies Inc. (“Consensus Core”), a provider of high-performance GPU infrastructure and AI cloud services, announced the execution of a definitive agreement to jointly develop a phased hyperscale data center campus in Midwestern Canada (the “Midwestern Project” or “Project”). The initiative positions Jet.AI as a pure-play AI data center enterprise targeting critical infrastructure shortages in the rapidly expanding artificial intelligence market.

The hyperscale campus is expected to leverage Canada’s significant low-cost energy advantages to serve the growing demand for AI infrastructure. The site is located near the largest natural gas pipeline in North America and a high-capacity electrical transmission line crosses the property with a nearby substation and fiber access less than a mile away. Its precise location remains otherwise confidential, subject to further disclosure, as the companies work together toward five specifically defined milestones.

Said Founder and Executive Chairman Mike Winston, “With 90-gigawatts of excess power demand to service U.S. AI compute and growing pressure to build capacity fast, sites like these-where power, cooling, and scale all line up-are more valuable than ever. Were it not for the shale boom in the U.S. and the rise in the number of domestic renewable power projects, much of the natural gas and electricity sitting idle at this northern site would have already been sold south on long-term contracts. But times change. Today, that same stranded and underpriced energy can be tapped at the source. Add in the bonus of frigid Canadian air, which helps cool servers for free, and you’ve got a site that’s hard to beat for AI infrastructure. We plan to let the milestones do the talking on the way to the first 100MW of 500MW of initial capacity.”

Terms and Milestones

In addition to their ownership in the joint venture, both Jet.AI and Consensus Core shall hold a direct ownership interest in each Project. Pursuant to the definitive agreement, Consensus Core shall contribute 100% of the equity of the Midwestern Project (and Maritime Project) to the joint venture. Jet.AI shall contribute up to an aggregate $20 million USD to the joint venture in five tranches tied to specific Project development milestones. In consideration for such investment, Jet.AI will receive a 17.5% equity promote up front and then a modest additional equity interest in the joint venture upon each investment. Please see the milestone table below for additional detail:

Consensus Core Partnership

Partnering with Consensus Core strengthens the project’s foundation through deep technical expertise and operational capabilities. As an NVIDIA cloud service partner, Consensus Core’s credentials in GPU infrastructure for AI workloads reinforce the project’s alignment with the demands of next-generation computing.

“We’re creating an AI factory optimized for the next generation of AI workloads,” said Wayne Lloyd, CEO of Consensus Core. “This site’s energy advantages and infrastructure positioning provide the foundation for hyperscale AI deployment that customers demand.”

The Consensus Core leadership team brings exceptional depth that strengthens project execution. Led by executives who have collectively built data center infrastructure for AI applications, scaled hyperscale operations from millions to billions in revenue, and structured multi-billion-dollar infrastructure financing, the team combines deep technical expertise with proven execution capabilities.

CEO Wayne Lloyd has structured data center M&A transactions and built AI infrastructure over the past decade, while CTO Dr. Yan Zhang brings over 50 patents and two decades of large-scale IT infrastructure development spanning North America, Southeast Asia, and the Middle East. Chief Cloud Officer Davy Wang contributes experience building ground-up market entries to hundreds of millions in revenue across major hyperscalers, while Director Om Bhatia adds 16 years of infrastructure finance expertise from Macquarie Group and Goldman Sachs.

With a proven track record in AI and hyperscale infrastructure, this leadership provides the operational expertise essential for successfully executing projects from development through full tenancy.

About Jet.AI

Founded in 2018 and based in Las Vegas, NV, Jet.AI currently operates in two segments, Software and Aviation, and is transitioning to a pure-play AI data center company. Leveraging a leadership team with deep expertise in data center development and AI-driven technologies, Jet.AI intends to build scalable, high-performance infrastructure to support the increasing computational demands of artificial intelligence.

About Consensus Core Technologies

Consensus Core provides high-performance GPU infrastructure and AI cloud services for enterprise-scale artificial intelligence workloads. As an NVIDIA Certified Cloud Partner, the company develops purpose-built data centers with access to abundant, low-cost power infrastructure. Led by executives who have collectively driven over $10 billion in data center projects, Consensus Core combines deep AI infrastructure expertise with proven large-scale project execution capabilities.

Jet.AI Investor Relations

Gateway Group, Inc.

949-574-3860

[email protected]

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, and Jet.AI’s projected future results. 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.