INDEMNIFICATION AGREEMENTIndemnification Agreement • January 3rd, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled • Delaware
This Indemnification Agreement (“Agreement”), dated as of [•], is by and between flyExclusive, Inc., a Delaware corporation (the “Company”) and [•] (the “Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 27, 2023, 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”), the undersigned parties listed under Existing Holders on the signature page hereto (each such party, together with the Sponsor and any Permitted Transferee of an Existing Holder who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, an “Existing Holder” and collectively the “Existing Holders”), and the undersigned parties listed under New Holders on the signature page hereto (each such party, together with any Permitted Transferee of a New Holder who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively the “New Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning asc
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 3rd, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled • North Carolina
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 1st, 2023 (the “Effective Date”) by and between LGM Enterprises, LLC (the “Company”), and Thomas James Segrave, Jr. (“Executive”). Each of the Company and Executive is referred to herein as a “Party” and together they are referred to as the “Parties.”
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • January 3rd, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of December 27, 2023, by and among (i) EG Acquisition Corp., a Delaware corporation (the “Company”); (ii) Thomas James Segrave Jr. (“Segrave”); (iii) Thomas James Segrave, Jr., as custodian for Laura Grace Segrave (“LG Trust”); (iv) Thomas James Segrave, Jr., as custodian for Madison Lee Segrave, (“ML Trust”); (v) Thomas James Segrave, Jr., as custodian for Lillian May Segrave, (“LM Trust”); (vi) Thomas James Segrave, Jr., as custodian for Thomas James Segrave, III, (“TJ Trust” and, together with Segrave, LG Trust, ML Trust and LM Trust, the “Existing Equityholders”); and (vii) EG Sponsor LLC, a Delaware limited liability company (“Sponsor”, and, together with the Existing Equityholders, the “Stockholder Parties”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • January 3rd, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled • North Carolina
THIS TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 27, 2023, is hereby entered into by and among EG Acquisition Corp., a Delaware corporation (the “Corporation”), LGM Enterprises LLC, a North Carolina limited liability company (the “Company”), the TRA Holder Representative (as defined below), and each of the TRA Holders (as defined below).
AMENDED AND RESTATED OPERATING AGREEMENT OF LGM ENTERPRISES, LLC (A North Carolina Limited Liability Company) Dated as of December 27, 2023Operating Agreement • January 3rd, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled
THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) OF LGM ENTERPRISES, LLC, a North Carolina limited liability company (the “Company”), is made and entered into and becomes effective as of December 27, 2023 (the “Effective Date”) by and among the Company, EG Acquisition Corp., a Delaware corporation, as the managing member of the Company (together with any successor managing member permitted pursuant to this Agreement, the “Managing Member”), and the Members.
SENIOR SECURED NOTESenior Secured Note • January 3rd, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled • New York
This Senior Secured Note (this “Note”) is entered into as of December 1, 2023 (the “Closing Date”) by and among LGM Enterprises, LLC, a North Carolina limited liability company (the “Borrower”), FlyExclusive Jet Share, LLC, a North Carolina limited liability company (“Jet Share”), as a guarantor (in such capacity, the “Guarantor” and, together with the Borrower, the “Obligors”), ETG FE LLC, a Delaware limited liability company or its registered assigns, as the initial holder of this Note (in such capacity, the “Initial Noteholder”), any Noteholders party hereto from time to time, Kroll Agency Services Limited, a company incorporated under the laws of England and Wales, as administrative agent (in such capacity, the “Administrative Agent”) and Kroll Trustee Services Limited, a company incorporated under the laws of England and Wales, as collateral agent (in such capacity, the “Collateral Agent” and, together with the Administrative Agent, each an “Agent” and collectively, the “Agents”).
SUBLEASE AGREEMENT [Kinston Jet Center, LLC ~ Exclusive Jets, LLC]Sublease Agreement • January 3rd, 2024 • Flyexclusive Inc. • Air transportation, nonscheduled
This Sublease dated as of January 1, 2021, is made between Kinston Jet Center, LLC (Hereinafter “Sublandlord”) and Exclusive Jets, LLC d/b/a flyExclusive (Hereinafter “Subtenant”).
