FLYEXCLUSIVE INC. — fact timeline

Gary Fegel changed role as Chairman at FLYEXCLUSIVE INC..

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

Gary Fegel was elected as Director at FLYEXCLUSIVE INC..

“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”

Thomas James Segrave, Jr. was appointed as Chief Executive Officer at FLYEXCLUSIVE INC..

“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. was appointed as Chairman of the Board at FLYEXCLUSIVE INC..

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

Thomas James Segrave, Jr. was elected as Director at FLYEXCLUSIVE INC..

“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”

FLYEXCLUSIVE INC. entered into Warrant Exchange Agreement with certain holders of Public Warrants valued at Exchange of 1,694,456 Public Warrants for 372,780 shares of Class A common stock (effective 2023-12-27).

“On December 26, 2023 and December 27, 2023, the Company and certain holders (the “Warrant Holders”) of the Company’s outstanding publicly traded warrants (the “Public Warrants”) entered into a Warrant Exchange Agreements (the “Warrant Exchange Agreements”), which were privately negotiated with the holders party thereto.”

FLYEXCLUSIVE INC. entered into Non-Redemption Agreement with unaffiliated third party valued at Transfer of 70,000 Class A common stock and forfeiture of 70,000 shares of Class B common stock (effective 2023-12-26).

“On December 26, 2023, the Company, LGM and Thomas James Segrave Jr. (“Mr. Segrave”), entered into an agreement (the “Non-Redemption Agreement”) with an unaffiliated third party that had reported its holdings on Schedule 13G, pursuant to which such third party agreed not to redeem its shares of Class A common stock of the pre-Business Combination Company (the “Non-Redeemed Shares”).”

FLYEXCLUSIVE INC. shareholders approved Approve and adopt the PubCo 2023 Incentive Award Plan at the 2023-12-18 meeting.

“The PubCo Equity Incentive Plan Proposal was approved.”

FLYEXCLUSIVE INC. shareholders approved Election of seven directors of the PubCo Board by holders of EG Class B Common Stock at the 2023-12-18 meeting.

“The Director Election Proposal was approved.”

FLYEXCLUSIVE INC. shareholders approved Provide that each share of PubCo Class A and Class B common stock entitles holder to one vote on all matters at the 2023-12-18 meeting.

“Votes For Votes Against Abstentions 8,826,651 240,266 500 The Transaction Proposal was approved. Approval of Proposal 2 - The NYSE Proposal - to approve, assuming the Transaction Proposal is approved and adopted, for purposes of complying with applicable NYSE listing rules, the issuance by PubCo, as successor to the Company, of PubCo Common Stock in the Business Combination in an amount equal to 20% or more of the amount of the Company’s issued and outstanding common stock immediately prior to the issuance.”

FLYEXCLUSIVE INC. shareholders approved Provide that PubCo Bylaws may only be amended by majority vote of voting stock at the 2023-12-18 meeting.

“Votes For Votes Against Abstentions 8,745,632 321,285 500 Proposal 3(a) was approved. Approval of Proposal 3(b) – to provide for certain additional changes, including among other things, (i) changing the post-Business Combination corporate name from “EG Acquisition Corp.” to “flyExclusive, Inc.,” (ii) making PubCo’s corporate existence perpetual, and (iii) removing certain provisions related to EG’s status as a blank check company that will no longer apply upon the consummation of the Business Combination.”

FLYEXCLUSIVE INC. shareholders approved Provide that number of directors of PubCo will be fixed by board vote, initially seven at the 2023-12-18 meeting.

“Votes For Votes Against Abstentions 8,826,651 240,266 500 The Transaction Proposal was approved. Approval of Proposal 2 - The NYSE Proposal - to approve, assuming the Transaction Proposal is approved and adopted, for purposes of complying with applicable NYSE listing rules, the issuance by PubCo, as successor to the Company, of PubCo Common Stock in the Business Combination in an amount equal to 20% or more of the amount of the Company’s issued and outstanding common stock immediately prior to the issuance.”

FLYEXCLUSIVE INC. shareholders approved Provide that number of authorized shares of any class may be increased or decreased by majority vote of voting stock at the 2023-12-18 meeting.

“Votes For Votes Against Abstentions 8,826,650 240,267 500 The NYSE Proposal was approved. Approval of Proposal 3 – The Charter Proposal - to approve and adopt, assuming the Transaction Proposal and the NYSE Proposal are approved and adopted, the A&R PubCo Charter, which, if approved, would take effect upon the Closing.”

FLYEXCLUSIVE INC. shareholders approved Provide for certain additional charter changes including name change, perpetual existence, and removal of blank check provisions at the 2023-12-18 meeting.

“Votes For Votes Against Abstentions 8,826,651 240,266 500 The Transaction Proposal was approved. Approval of Proposal 2 - The NYSE Proposal - to approve, assuming the Transaction Proposal is approved and adopted, for purposes of complying with applicable NYSE listing rules, the issuance by PubCo, as successor to the Company, of PubCo Common Stock in the Business Combination in an amount equal to 20% or more of the amount of the Company’s issued and outstanding common stock immediately prior to the issuance.”

FLYEXCLUSIVE INC. shareholders approved Increase total authorized shares and classes of stock of PubCo at the 2023-12-18 meeting.

“Votes For Votes Against Abstentions 8,745,632 321,285 500 Proposal 3(a) was approved. Approval of Proposal 3(b) – to provide for certain additional changes, including among other things, (i) changing the post-Business Combination corporate name from “EG Acquisition Corp.” to “flyExclusive, Inc.,” (ii) making PubCo’s corporate existence perpetual, and (iii) removing certain provisions related to EG’s status as a blank check company that will no longer apply upon the consummation of the Business Combination.”

FLYEXCLUSIVE INC. shareholders approved Approve and adopt the Amended and Restated PubCo Charter at the 2023-12-18 meeting.

“The Charter Proposal was approved.”

FLYEXCLUSIVE INC. shareholders approved Approve issuance of PubCo Common Stock in the Business Combination in excess of 20% for NYSE listing rules at the 2023-12-18 meeting.

“The NYSE Proposal was approved.”

FLYEXCLUSIVE INC. shareholders approved Approve and adopt the Equity Purchase Agreement for the business combination at the 2023-12-18 meeting.

“The Transaction Proposal was approved.”

FLYEXCLUSIVE INC. incurred loan of $240,000 with EG Sponsor, LLC at no interest maturing the earlier of: (i) September 28, 2023 or (ii) the date on which the Company consummates an initial business combination.

“The Company also issued an unsecured promissory note (the “Working Capital Note”), dated June 1, 2023, in the principal amount of $240,000 to the Sponsor for general corporate purposes.”

FLYEXCLUSIVE INC. incurred loan of $160,000 with EG Sponsor, LLC at no interest maturing the date on which the Company consummates an initial business combination.

“On June 2, 2023, the Company deposited $160,000 into the trust account of the Company (the “Extension Fee”) for the extension to complete a business combination through June 28, 2023 (the “Extension”). Such deposit of the Extension Fee is evidenced by an unsecured promissory note (the “Extension Promissory Note”), dated as of June 1, 2023, in the principal amount of $160,000 to the Sponsor.”

FLYEXCLUSIVE INC.: Amended certificate of incorporation to extend deadline for initial business combination (effective 2023-05-25).

“The Company filed the Extension Amendment with the Secretary of State of the State of Delaware on May 25, 2023.”

FLYEXCLUSIVE INC. shareholders approved Trust Amendment Proposal.

“Approval of Proposal 2-Trust Amendment Proposal Votes For Votes Against Abstentions 24,047,534 25 138,364”

FLYEXCLUSIVE INC. shareholders approved Extension Amendment Proposal.

“Approval of Proposal 1-Extension Amendment Proposal Votes For Votes Against Abstentions 24,047,534 25 138,364”

FLYEXCLUSIVE INC. amended Amendment No. 1 to the Equity Purchase Agreement with LGM Enterprises, LLC (effective 2023-04-21).

“On April 21, 2023, EG entered into Amendment No. 1 to the Equity Purchase Agreement (the “Amendment”) to provide that the “extension” proxy statement to be filed by EG with the U.S. Securities and Exchange Commission (the “SEC”) may seek to extend the time period for EG to consummate its initial Business Combination to a date no later than December 28, 2023 (instead of September 28, 2023).”