0001193125-21-157820 Sample Contracts

INDEMNITY AGREEMENT
Indemnification Agreement • May 11th, 2021 • EG Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between EG Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

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WARRANT AGREEMENT
Warrant Agreement • May 11th, 2021 • EG Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 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 AGREEMENT
Investment Management Trust Agreement • May 11th, 2021 • EG Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 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”).

UNDERWRITING AGREEMENT between EG ACQUISITION CORP. and BTIG, LLC Dated [●], 2021
Underwriting Agreement • May 11th, 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:

REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT
Registration and Stockholder Rights Agreement • May 11th, 2021 • EG Acquisition Corp. • Blank checks • New York

THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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”).

Re: Initial Public Offering
Underwriting Agreement • May 11th, 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 28,750,000 of the Company’s units (including up to 3,750,000 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

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • May 11th, 2021 • EG Acquisition Corp. • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 2021 between EG Acquisition Corp., a Delaware corporation (the “Company”) and the purchaser that is a signatory hereto (the “Purchaser”).

WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • May 11th, 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 [●], 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”).

EG ACQUISITION CORP.
Administrative Services Agreement • May 11th, 2021 • EG Acquisition Corp. • 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”):

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