Type of the Subscriber. Indicate the form of entity of the Subscriber: ☐ Limited Partnership ☐ Corporation ☐ General Partnership ☐ Revocable Trust ☐ Other Type of Trust (indicate type): ☐ Limited Liability Company (if so, indicate whether it is treated as a corporation or a partnership for tax purposes): ☐ Other (indicate form of organization): Subscriber: Subscriber Name: By: Signatory Name: Signatory Title: Exhibit B Registration Rights Agreement [See Attached.] Exhibit B Exhibit C-1 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Noteholders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Senior Subordinated Convertible Note dated as of October 17, 2022 (as amended, supplemented or otherwise modified from time to time, the “Note”), among LGM Enterprises, LLC, a North Carolina limited liability company, EnTrust Emerald (Cayman) LP, a Cayman Islands limited partnership, EG Acquisition Corp., a Delaware corporation, and the Noteholder from time to time party thereto. Pursuant to the provisions of Section 5.6 of the Note, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Note in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower, and (2) the undersigned shall have at all times furnished the Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Note and used herein shall have the meanings given to them in the Note. [NAME OF NOTEHOLDER] By: Name: Title: Date: , 20[ ] Exhibit C-2 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Noteholders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Senior Subordinated Convertible Note dated as of October 17, 2022 (as amended, supplemented or otherwise modified from time to time, the “Note”), among LGM Enterprises, LLC, a North Carolina limited liability company, EnTrust Emerald (Cayman) LP, a Cayman Islands limited partnership, EG Acquisition Corp., a Delaware corporation, and the Noteholder from time to time party thereto. Pursuant to the provisions of Section 5.6 of the Note, the undersigned hereby certifies that (i) it is the sole record owner of the Note in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Note, (iii) with respect to the extension of credit pursuant to this Note or any other Note Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: an IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-9. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower, and (2) the undersigned shall have at all times furnished the Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Note and used herein shall have the meanings given to them in the Note. [NAME OF NOTEHOLDER] By: Name: Title: Date: , 20[ ] Schedules [See Attached.]
Appears in 1 contract
Samples: EG Acquisition Corp.
