INDEMNITY AGREEMENTIndemnity Agreement • May 22nd, 2023 • ESH Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2023, by and between ESH Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • May 22nd, 2023 • ESH Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2023, is by and between ESH Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
ESH Acquisition Corp. New York, New York 10003 Re: Initial Public Offering Gentlemen:Letter Agreement • May 22nd, 2023 • ESH 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 among ESH Acquisition Corp., a Delaware corporation (the “Company”), I-Bankers Securities, Inc., as an underwriter and representative of the several underwriters named thereto (the “Representative”) and Dawson James Securities Inc. (“Co-Manager”, and together with the Representative and the other underwriters named in the Underwriting Agreement, the “Underwriters”) relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one right (each, a “Right”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one share of the Common Stock
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2023 • ESH Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among ESH Acquisition Corp., a Delaware corporation (the “Company”), ESH Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and 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 22nd, 2023 • ESH Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2023 by and between ESH Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • May 22nd, 2023 • ESH Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2023 between ESH Acquisition Corp., a Delaware corporation, with offices at 228 Park Ave S, Suite 89898, New York, New York 10003-1502 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 22nd, 2023 • ESH Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and among ESH Acquisition Corp., a Delaware corporation (the “Company”), ESH Sponsor LLC, a Delaware limited company (the “Sponsor”), I-Bankers Securities, Inc. (“I-Bankers”) and Dawson James Securities, Inc. (“Dawson James” and, together with I-Bankers, the “Underwriters” and, together with the Sponsor, the “Purchasers”).
ESH Acquisition Corp.ESH Acquisition Corp. • May 22nd, 2023 • Blank checks
This letter agreement by and between ESH Acquisition Corp. (the “Company”) and ESH Sponsor LLC (“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 (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”):
ESH Acquisition Corp. New York, NY 10003 Ladies and GentlemenLetter Agreement • May 22nd, 2023 • ESH Acquisition Corp. • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in connection with our surrender of 5,750,000 shares of Class B common stock of ESH Acquisition Corp., a Delaware corporation (“the Company”). ESH Sponsor LLC, a Delaware limited liability company (the Sponsor ), hereby agrees with the Company as follows:
