INDEMNITY AGREEMENTIndemnity Agreement • June 1st, 2021 • EG Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 25, 2021, by and between EG Acquisition Corp., a Delaware corporation (the “Company”), and Louise Curbishley (“Indemnitee”).
UNDERWRITING AGREEMENT between EG ACQUISITION CORP. and BTIG, LLC Dated May 25, 2021Underwriting Agreement • June 1st, 2021 • EG Acquisition Corp. • Blank checks • New York
The undersigned, EG Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the underwriters shall refer exclusively to BTIG) as follows:
WARRANT AGREEMENTWarrant Agreement • June 1st, 2021 • EG Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 25, 2021, is by and between EG Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 1st, 2021 • EG Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 25, 2021, by and between EG Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • June 1st, 2021 • EG Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of May 25, 2021, is made and entered into by and among EG Acquisition Corp., a Delaware corporation (the “Company”), EG Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 3rd, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled • Delaware
This Indemnification Agreement (“Agreement”), dated as of [•], is by and between flyExclusive, Inc., a Delaware corporation (the “Company”) and [•] (the “Indemnitee”).
EG Acquisition Corp. New York, NY 10152EG Acquisition Corp. • April 5th, 2021 • Blank checks • Delaware
We are pleased to accept the offer EG Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for and purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 Shares of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units of EG Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
Re: Initial Public OfferingLetter Agreement • June 1st, 2021 • EG Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between EG Acquisition Corp., a Delaware corporation (the “Company”), and BTIG, LLC, as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”), filed by the Company with the U.S. Secur
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 27, 2023, is made and entered into by and among EG Acquisition Corp., a Delaware corporation (the “Company”), EG Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under Existing Holders on the signature page hereto (each such party, together with the Sponsor and any Permitted Transferee of an Existing Holder who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, an “Existing Holder” and collectively the “Existing Holders”), and the undersigned parties listed under New Holders on the signature page hereto (each such party, together with any Permitted Transferee of a New Holder who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively the “New Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning asc
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 1st, 2021 • EG Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of May 25, 2021 between EG Acquisition Corp., a Delaware corporation (the “Company”) and the purchaser that is a signatory hereto (the “Purchaser”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • June 1st, 2021 • EG Acquisition Corp. • Blank checks • Delaware
THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of May 25, 2021, is entered into by and among EG Acquisition Corp., a Delaware corporation (the “Company”), and EG Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 3rd, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled • North Carolina
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 1st, 2023 (the “Effective Date”) by and between LGM Enterprises, LLC (the “Company”), and Thomas James Segrave, Jr. (“Executive”). Each of the Company and Executive is referred to herein as a “Party” and together they are referred to as the “Parties.”
EG ACQUISITION CORP.EG Acquisition Corp. • June 1st, 2021 • Blank checks • New York
This letter agreement by and between EG Acquisition Corp. (the “Company”) and EG Sponsor LLC (“EG Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the initial public offering of the Company’s securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • January 3rd, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of December 27, 2023, by and among (i) EG Acquisition Corp., a Delaware corporation (the “Company”); (ii) Thomas James Segrave Jr. (“Segrave”); (iii) Thomas James Segrave, Jr., as custodian for Laura Grace Segrave (“LG Trust”); (iv) Thomas James Segrave, Jr., as custodian for Madison Lee Segrave, (“ML Trust”); (v) Thomas James Segrave, Jr., as custodian for Lillian May Segrave, (“LM Trust”); (vi) Thomas James Segrave, Jr., as custodian for Thomas James Segrave, III, (“TJ Trust” and, together with Segrave, LG Trust, ML Trust and LM Trust, the “Existing Equityholders”); and (vii) EG Sponsor LLC, a Delaware limited liability company (“Sponsor”, and, together with the Existing Equityholders, the “Stockholder Parties”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • January 3rd, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled • North Carolina
THIS TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 27, 2023, is hereby entered into by and among EG Acquisition Corp., a Delaware corporation (the “Corporation”), LGM Enterprises LLC, a North Carolina limited liability company (the “Company”), the TRA Holder Representative (as defined below), and each of the TRA Holders (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 7th, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of March 4, 2024 (the “Closing Date”), between flyExclusive, Inc., a Delaware corporation (the “Company”), and EnTrust Emerald (Cayman) LP, a Cayman Islands limited partnership (including its successors and assigns, the “Purchaser”).
AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • April 21st, 2023 • EG Acquisition Corp. • Blank checks • Delaware
This AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENT (this “Amendment”) is entered into as of April 21, 2023, by and among EG Acquisition Corp., a Delaware corporation (“EGA”); LGM Enterprises, LLC, a North Carolina limited liability company (“LGM”); and the existing equityholders of LGM (the “Existing Equityholders” and, together with EGA and LGM, the “Amending Parties”). Unless otherwise indicated herein, words and terms which are defined in the Purchase Agreement (as defined below) shall have the same meaning where used in this Amendment.
AMENDED AND RESTATED OPERATING AGREEMENT OF LGM ENTERPRISES, LLC (A North Carolina Limited Liability Company) Dated as of December 27, 2023Operating Agreement • January 3rd, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled
THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) OF LGM ENTERPRISES, LLC, a North Carolina limited liability company (the “Company”), is made and entered into and becomes effective as of December 27, 2023 (the “Effective Date”) by and among the Company, EG Acquisition Corp., a Delaware corporation, as the managing member of the Company (together with any successor managing member permitted pursuant to this Agreement, the “Managing Member”), and the Members.
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • May 25th, 2023 • EG Acquisition Corp. • Air transportation, nonscheduled • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of May 25, 2023, by and between EG Acquisition Corp., a Delaware Corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
SECURITY AGREEMENTSecurity Agreement • February 1st, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled
This SECURITY AGREEMENT, dated as of January 26, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) is made by FlyExclusive Jet Share, LLC, a North Carolina limited liability company, as grantor (the “Grantor”), in favor of Kroll Trustee Services, Limited, a company incorporated under the laws of England and Wales, as collateral agent for the benefit of the Noteholders (as defined below) (together with its successors and assigns, the “Collateral Agent”).
CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SENIOR SECURED NOTESecured Note • February 1st, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled • New York
This Senior Secured Note (this “Note”) is entered into as of January 26, 2024 (the “Closing Date”) by and among FlyExclusive Jet Share, LLC, a North Carolina limited liability company (the “Borrower”), flyExclusive, Inc., a Delaware corporation (“Parent”) and LGM Enterprises, LLC a North Carolina limited liability company (“Holdings”), as guarantors (collectively in such capacity, Parent and Holdings are the “Parent Guarantors” and, together with the Borrower, the “Obligors”), ETG FE LLC, a Delaware limited liability company or its registered assigns, as the initial holder of this Note (in such capacity, the “Initial Noteholder”), any Noteholders party hereto from time to time, Kroll Agency Services, Limited, a company incorporated under the laws of England and Wales, as administrative agent (in such capacity, the “Administrative Agent”) and Kroll Trustee Services, Limited, a company incorporated under the laws of England and Wales, as collateral agent (in such capacity, the “Collatera
COMMON STOCK PURCHASE WARRANT FLYEXCLUSIVE, INC.Flyexclusive Inc. • March 7th, 2024 • Air transportation, nonscheduled
This Warrant is issued pursuant to that certain Securities Purchase Agreement, dated March 4, 2024, by and among the Company and the Holder (the “Purchase Agreement”).
SENIOR SECURED NOTESenior Secured Note • January 3rd, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled • New York
This Senior Secured Note (this “Note”) is entered into as of December 1, 2023 (the “Closing Date”) by and among LGM Enterprises, LLC, a North Carolina limited liability company (the “Borrower”), FlyExclusive Jet Share, LLC, a North Carolina limited liability company (“Jet Share”), as a guarantor (in such capacity, the “Guarantor” and, together with the Borrower, the “Obligors”), ETG FE LLC, a Delaware limited liability company or its registered assigns, as the initial holder of this Note (in such capacity, the “Initial Noteholder”), any Noteholders party hereto from time to time, Kroll Agency Services Limited, a company incorporated under the laws of England and Wales, as administrative agent (in such capacity, the “Administrative Agent”) and Kroll Trustee Services Limited, a company incorporated under the laws of England and Wales, as collateral agent (in such capacity, the “Collateral Agent” and, together with the Administrative Agent, each an “Agent” and collectively, the “Agents”).
SUBLEASE AGREEMENT [Kinston Jet Center, LLC ~ Exclusive Jets, LLC]Sublease Agreement • January 3rd, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled
This Sublease dated as of January 1, 2021, is made between Kinston Jet Center, LLC (Hereinafter “Sublandlord”) and Exclusive Jets, LLC d/b/a flyExclusive (Hereinafter “Subtenant”).
SENIOR SUBORDINATED CONVERTIBLE NOTEEG Acquisition Corp. • October 18th, 2022 • Blank checks • New York
This Senior Subordinated Convertible Note (the “Note”) is entered into as of October 17, 2022 (the “Closing Date”) by and among LGM Enterprises, LLC, a North Carolina limited liability company (the “Borrower”), Entrust Emerald (Cayman) LP, a Cayman Islands limited partnership or their registered assigns, as the initial holder of this Note (in such capacity, the “Initial Noteholder”), any Noteholders party hereto from time to time, and EG Acquisition Corp., a Delaware corporation (the “SPAC”).
EQUITY PURCHASE AGREEMENT dated October 17, 2022 by and among LGM ENTERPRISES, LLC, EG ACQUISITION CORP., EG SPONSOR LLC, THE EXISTING EQUITYHOLDERS LISTED ON ANNEX A, and THE EXISTING EQUITYHOLDER REPRESENTATIVEOperating Agreement • October 18th, 2022 • EG Acquisition Corp. • Blank checks • Delaware
This EQUITY PURCHASE AGREEMENT (the “Agreement”), dated as of October 17, 2022 (the “Effective Date”), by and among (i) LGM Enterprises, LLC, a North Carolina limited liability company (the “Company”), (ii) solely for purposes of Article I, Section 2.1, Section 2.4, Section 2.5, , Article III, Section 7.3(b), Section 7.10(a), Section 7.11, Section 9.2 and Article X, the existing equityholders of the Company set forth on Annex A hereto (the “Existing Equityholders”), (iii) EG Acquisition Corp., a Delaware corporation (prior to the Closing, “Buyer,” and from and after the Closing, “PubCo”), (iv) solely for the purposes of Section 2.5, Article VI, Section 7.3(c), Section 7.10(a), Section 9.2 and Article X, EG Sponsor LLC, a Delaware limited liability company (“Sponsor”), and (v) Thomas James Segrave, Jr., as the Existing Equityholder Representative (as defined below).
FORM OF NON-REDEMPTION AGREEMENTForm of Non-Redemption Agreement • December 27th, 2023 • Flyexclusive Inc. • Air transportation, nonscheduled • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of December ___, 2023 by and among EG Acquisition Corp. (“EG” or the “Company”), a Delaware corporation, LGM Enterprises, LLC, a North Carolina limited liability company (“LGM”), Thomas James Segrave, Jr. (“Mr. Segrave”) and the undersigned investors (collectively, the “Investor”).
FORM OF WARRANT EXCHANGE AGREEMENTForm of Warrant Exchange Agreement • December 27th, 2023 • Flyexclusive Inc. • Air transportation, nonscheduled • Delaware
THIS WARRANT EXCHANGE AGREEMENT (this “Agreement”), dated as of December ___, 2023, is by and between EG ACQUISITION CORP., a Delaware corporation (the “Company”), and the holder named on the signature page hereto (the “Holder”).
