EG Acquisition Corp. to combine with LGM Enterprises via Up-C; $85M bridge notes issued

FLYEXCLUSIVE INC.

Equity Purchase Agreement signed Oct 17, 2022; EG to contribute trust cash plus up to $85M bridge notes to LGM.
Bridge notes of $50M initial tranche at 10% interest, up to $85M total, convertible to PubCo Class A at $10/share.
Existing equityholders may sell up to $20M of units back at $10 if closing cash exceeds $185M.
PubCo will adopt an Up-C structure; name changes to flyExclusive, Inc.; Tax Receivable Agreement covers 85% of tax savings.
Closing conditions include stockholder approval, HSR clearance, $5M+ tangible net assets, and NYSE listing.

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