FLYEXCLUSIVE INC. (FLYX): auditor change — flyExclusive completes SPAC merger, begins trading on NYSE American as FLYX

On December 27, 2023, the Board approved the engagement of Elliott Davis, PLLC (“ Elliott Davis ”) as the independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2023. Accordingly, Marcum LLP (“ Marcum ”), EGA’s independent registered public accounting firm prior to the Business Combination, was informed that it would be dismissed and replaced by Elliott Davis as the Company’s independent registered public accounting firm.

On December 27, 2023, the Board approved the engagement of Elliott Davis, PLLC (“ Elliott Davis ”) as the independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2023. Accordingly, Marcum LLP (“ Marcum ”), EGA’s independent registered public accounting firm prior to the Business Combination, was informed that it would be dismissed and replaced by Elliott Davis as the Company’s independent registered public accounting firm.

effective upon the Closing Date, each of Sophia Park Mullen, Louise Curbishley, Linda Hall Daschle, Jonathan Silver, Noorsurainah Tengah resigned as directors of the Company

effective upon the Closing Date, each of Sophia Park Mullen, Louise Curbishley, Linda Hall Daschle, Jonathan Silver, Noorsurainah Tengah resigned as directors of the Company

On December 27, 2023, at the Special Meeting, each of Thomas James Segrave, Jr., Gary Fegel, Michael S. Fox, Frank B. Holding, Jr., Gregg S. Hymowitz, Peter B. Hopper and Thomas J. Segrave, Sr. were elected by the stockholders to serve as directors of the Company

Billy Barnard was appointed to serve as Interim Chief Financial Officer (and as the Company’s “principal financial officer” and “principal accounting officer” for SEC filing purposes)

Effective upon the Closing Date, each of Gregg S. Hymowitz and Sophia Park Mullen resigned as executive officers of the Company.

On December 27, 2023, Mr. Segrave, Jr. was appointed to serve as the Company’s Chief Executive Officer (and as the Company’s “principal executive officer” for SEC filing purposes)

Thomas James Segrave, Jr. replaced Gary Fegel as chairman of the board of directors

with Mr. Segrave, Jr. appointed as chairman of the board

and Michael Guina was appointed to serve as Chief Operating Officer.

Effective upon the Closing Date, each of Gregg S. Hymowitz and Sophia Park Mullen resigned as executive officers of the Company.

effective upon the Closing Date, each of Sophia Park Mullen, Louise Curbishley, Linda Hall Daschle, Jonathan Silver, Noorsurainah Tengah resigned as directors of the Company

On December 27, 2023, at the Special Meeting, each of Thomas James Segrave, Jr., Gary Fegel, Michael S. Fox, Frank B. Holding, Jr., Gregg S. Hymowitz, Peter B. Hopper and Thomas J. Segrave, Sr. were elected by the stockholders to serve as directors of the Company

effective upon the Closing Date, each of Sophia Park Mullen, Louise Curbishley, Linda Hall Daschle, Jonathan Silver, Noorsurainah Tengah resigned as directors of the Company

effective upon the Closing Date, each of Sophia Park Mullen, Louise Curbishley, Linda Hall Daschle, Jonathan Silver, Noorsurainah Tengah resigned as directors of the Company

On December 27, 2023, at the Special Meeting, each of Thomas James Segrave, Jr., Gary Fegel, Michael S. Fox, Frank B. Holding, Jr., Gregg S. Hymowitz, Peter B. Hopper and Thomas J. Segrave, Sr. were elected by the stockholders to serve as directors of the Company

On December 27, 2023, at the Special Meeting, each of Thomas James Segrave, Jr., Gary Fegel, Michael S. Fox, Frank B. Holding, Jr., Gregg S. Hymowitz, Peter B. Hopper and Thomas J. Segrave, Sr. were elected by the stockholders to serve as directors of the Company

On December 27, 2023, at the Special Meeting, each of Thomas James Segrave, Jr., Gary Fegel, Michael S. Fox, Frank B. Holding, Jr., Gregg S. Hymowitz, Peter B. Hopper and Thomas J. Segrave, Sr. were elected by the stockholders to serve as directors of the Company

On December 27, 2023, at the Special Meeting, each of Thomas James Segrave, Jr., Gary Fegel, Michael S. Fox, Frank B. Holding, Jr., Gregg S. Hymowitz, Peter B. Hopper and Thomas J. Segrave, Sr. were elected by the stockholders to serve as directors of the Company

On December 27, 2023, at the Special Meeting, each of Thomas James Segrave, Jr., Gary Fegel, Michael S. Fox, Frank B. Holding, Jr., Gregg S. Hymowitz, Peter B. Hopper and Thomas J. Segrave, Sr. were elected by the stockholders to serve as directors of the Company

On the Closing Date, in connection with the completion of the Business Combination, the Company adopted the Second A&R Certificate of Incorporation and PubCo Bylaws.

On the Closing Date, in connection with the completion of the Business Combination, the Company adopted the Second A&R Certificate of Incorporation and PubCo Bylaws.

As a result of the Business Combination, EGA ceased being a shell company.

On December 27, 2023 (the "Closing Date"), EG Acquisition Corp., a Delaware corporation ("EGA"), completed the previously announced business combination pursuant to that certain Equity Purchase Agreement, dated as of October 17, 2022 (as amended on April 21, 2023, the "Equity Purchase Agreement"), with LGM Enterprises, LLC, a North Carolina limited liability company ("LGM") and the parent company of Exclusive Jets, LLC d/b/a "flyExclusive" ("flyExclusive"), the existing equityholders of LGM (the "Existing Equityholders"), EG Sponsor LLC, a Delaware limited liability company ("Sponsor") and Thomas James Segrave, Jr. ("Segrave") in his capacity as Existing Equityholder Representative.

On December 27, 2023, in connection with the completion of the Business Combination and as contemplated by the Equity Purchase Agreement, the Company (as the managing member of LGM), LGM and the Existing Equityholders entered into the A&R Operating Agreement, which, among other things, (i) restructured the capitalization of LGM, and (ii) appointed the Company as the managing member of LGM.

On December 27, 2023, in connection with the completion of the Business Combination and as contemplated by the Equity Purchase Agreement, the Company, LGM, the Existing Equityholders and Thomas James Segrave, Jr., as the TRA Holder Representative, entered into a tax receivable agreement (the “Tax Receivable Agreement”).

On December 27, 2023, in connection with the completion of the Business Combination and as contemplated by the Equity Purchase Agreement, the Company, Sponsor and the other parties listed under “New Holders” on the signature page of the amended and restated registration rights agreement (the “A&R Registration Rights Agreement”) entered into the A&R Registration Rights Agreement.

On December 1, 2023, LGM entered into a senior secured note (the “Senior Note”) with FlyExclusive Jet Share, LLC, a North Carolina limited liability company and wholly-owned subsidiary of LGM (“Jet Share”), as a guarantor (together with LGM, the “Obligors”), ETG FE LLC, a Cayman Islands limited liability company, which is managed by EnTrust Global Partners LLC, which is an affiliate of the Sponsor, as the initial holder of the Senior Note, any additional noteholders party to the Senior Note from time to time, Kroll Agency Services Limited, a company incorporated under the laws of England and Wales, as administrative agent, and Kroll Trustee Services Limited, a company incorporated under the laws of England and Wales, as collateral agent.

On December 27, 2023, in connection with the completion of the Business Combination and as contemplated by the Equity Purchase Agreement, the Company, the Existing Equityholders and Sponsor entered into a stockholders’ agreement (the “Stockholders’ Agreement”).