Business Combination
On December 27, 2023 (the Closing Date), pursuant to an Equity Purchase Agreement, dated as of October 17, 2022, by and
among LGM Enterprises LLC (LGM), EG Acquisition Corp., EG Sponsor LLC (the Sponsor), the Existing Equityholder Representative (as defined therein) and the Existing Equityholders (as defined therein) listed on Annex A thereto,
which was amended by Amendment No. 1 to Equity Purchase Agreement, dated as of April 21, 2023 (the Equity Purchase Agreement), EG Acquisition Corp. reorganized as an umbrella
partnership-C corporation structure, in which substantially all of the operating assets of the Issuers business are held by LGM, and the Issuers only asset is its equity interest in LGM
(collectively with all the transactions contemplated by the Equity Purchase Agreement, the Business Combination).
A&R Operating
Agreement
In connection with the Business Combination, the Issuer, LGM and the Existing Equityholders (as defined in the A&R
Operating Agreement as defined below) entered into an Amended and Restated Limited Liability Company Operating Agreement of LGM (the A&R Operating Agreement), which, among other things, will: (i) appoint the Issuer as the
managing member of LGM and (ii) restructure the capitalization of LGM to: (a) authorize the issuance of the LGM Common Units to the Issuer, and (b) reclassify the existing LGM interests, subject to certain exceptions, held by the
Existing Equityholders (as defined therein) into LGM Common Units.
The A&R Operating Agreement and the Second Amended and Restated
Certificate of Incorporation of the Issuer prohibit transfers of LGM Units and shares of Class B Common Stock, subject to certain exceptions. From and after December 27, 2024, the Reporting Person may redeem or exchange one LGM Common Unit
for one share of the Issuers Class A Common Stock or, at the election of the Issuer, a cash payment based on the value of the Issuers Class A Common Stock. At the time of any such redemption or exchange, the Reporting Person
would forfeit an equivalent number of shares of Class B Common Stock to the Issuer.
As a result of the Business Combination,
pursuant to the A&R Operating Agreement, the Reporting Person received 59,930,000 LGM Common Units and 59,930,000 shares of the Issuers Class B Common Stock.
Stockholders Agreement
In connection with the closing of the Business Combination, the Issuer and the Stockholder Parties (as defined in the Stockholders
Agreement as defined below) entered into a Stockholders Agreement (the Stockholders Agreement). Pursuant to the Stockholders Agreement, among other things, the Stockholder Parties (as defined in the Stockholders
Agreement) agreed to vote all securities of the Issuer that may be voted in the election of the Issuers board of directors (the Board) held by each in accordance with the provisions of the Stockholders Agreement. On the
Closing Date, the Board will initially consist of seven (7) directors. The Sponsor Holders (as defined in the Stockholders Agreement) will have the right to nominate two (2) members to the Board , assuming minimum percentage
ownership requirements are met. The Stockholder Parties (as defined in the Stockholders Agreement) will respectively agree to vote for each of the foregoing nominees.
Additionally, the Stockholders Agreement prohibits the Reporting Person from transferring shares of the Issuers Class A Common
Stock and Class B Common Stock received in the Business Combination prior to December 27, 2024, subject to certain exceptions.