SENIOR SUBORDINATED CONVERTIBLE NOTESenior Subordinated Convertible Note • October 18th, 2022 • EG Acquisition Corp. • 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 REPRESENTATIVEEquity Purchase 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).
