INDEMNITY AGREEMENTIndemnification Agreement • June 20th, 2023 • ESH Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 13, 2023, by and between ESH Acquisition Corp., a Delaware corporation (the “Company”), and Thomas Wolber (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • June 20th, 2023 • ESH Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 13, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 20th, 2023 • ESH Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 13, 2023 by and between ESH Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ESH ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 20th, 2023 • ESH Acquisition Corp. • Blank checks • New York
ESH Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with I-Bankers Securities, Inc., as representative of the several underwriters set forth on Schedule A (the “Representative”) attached to this Agreement (this “Agreement”) and Dawson James Securities, Inc. (the “Co-Manager”, and together with the other Underwriters set forth on Schedule A to this Agreement, the “Underwriters” or, each individually, an “Underwriter”), as follows:
ESH Acquisition Corp. New York, NY 10003Securities Subscription Agreement • May 26th, 2022 • ESH Acquisition Corp. • Blank checks • Delaware
We are pleased to accept the offer ESH Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for and purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 Shares of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units of ESH 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2023 • ESH Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 13, 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”).
ESH Acquisition Corp. New York, New York 10003 Re: Initial Public Offering Gentlemen:Underwriting 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
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 • June 20th, 2023 • ESH Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of June 13, 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”).
ESH Acquisition Corp. New York, New York 10003 Re: Initial Public Offering Gentlemen:Underwriting Agreement • June 20th, 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 Class A 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 Comm
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 20th, 2023 • ESH Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 13, 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”).
I-Bankers Securities, Inc. 2500 N Military Trail Suite 160-A Boca Raton, Florida 33431Merger Agreement • June 20th, 2023 • ESH Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby ESH Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (“I-Bankers”) and Dawson James Securities, Inc. (“Dawson James”, and together with I-Bankers, the “Advisors” and each an “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-265226) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) in connection with its initial public offering (“IPO”).
ESH Acquisition Corp.Administrative Services Agreement • June 20th, 2023 • ESH Acquisition Corp. • 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”):
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 6th, 2024 • ESH Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 4, 2024, by and between ESH 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 Investment Management Trust Agreement made effective as of June 13, 2023, by and between the Company and the Trustee (the “Original Agreement”).
ESH Acquisition Corp.Administrative Services Agreement • May 22nd, 2023 • ESH Acquisition Corp. • 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:
