0001104659-25-048482 Sample Contracts
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • May 14th, 2025 • EGH Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 8, 2025, by and between EGH Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2025 • EGH Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 8, 2025, is made and entered into by and among EGH Acquisition Corp., a Cayman Islands exempted company (the “Company”), EGH Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Seaport Global Securities LLC (each a “Representative” and collectively, the “Representatives”) (the Sponsor and the Representatives together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 14th, 2025 • EGH Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 8, 2025 by and between EGH Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 14th, 2025 • EGH Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of May 8, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between EGH Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EGH Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
SHARE RIGHTS AGREEMENTShare Rights Agreement • May 14th, 2025 • EGH Acquisition Corp. • Blank checks • New York
This Share Rights Agreement (this “Agreement”) is made as of May 8, 2025 between EGH Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (in such capacity, the “Share Rights Agent”).
UNDERWRITING AGREEMENT between EGH Acquisition corp. and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF J.V.B. FINANCIAL GROUP, LLC and SEAPORT GLOBAL SECURITIES LLC, as Representatives of the Underwriters Dated: May 8, 2025 UNDERWRITING AGREEMENTUnderwriting Agreement • May 14th, 2025 • EGH Acquisition Corp. • Blank checks • New York
The undersigned, EGH Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”) and Seaport Global Securities LLC (“Seaport” and collectively with CCM, the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representatives are listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representatives) as follows:
May 8, 2025 EGH Acquisition Corp.Underwriting Agreement • May 14th, 2025 • EGH Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among EGH Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Seaport Global Securities LLC, as representatives (each, a “Representative” and collectively the “Representatives”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination (each, a “Share Right”). The Units shall be sol
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 14th, 2025 • EGH Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”) is made as of the 8th day of May, 2025, by and between EGH Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”) and Seaport Global Securities LLC (“Seaport”, each a “Subscriber” and, collectively with CCM, the “Subscribers”).
EGH ACQUISITON CORP.Administrative Services Agreement • May 14th, 2025 • EGH Acquisition Corp. • Blank checks
This letter agreement by and between EGH Acquisition Corp., (the “Company”) and Energy Growth Holdings LLC (the “Services Provider”), which is the managing member of the managing member of EGH Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):