FLYEXCLUSIVE INC. appointed Mr. Segrave, Jr. as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Directors and Appointment of Officers

Information with respect to the Company's directors and executive officers immediately after the Closing is set forth in the section entitled "PubCo Management After the Business Combination" beginning on page 279 in the Proxy Statement and Item 5.02 of this Current Report on Form 8-K and is incorporated herein by reference.

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, with Mr. Segrave, Jr. appointed as chairman of the board, in each case, effective upon the completion of the Business Combination. Biographical information with respect to such directors is set forth in the section entitled "PubCo Management After the Business Combination" beginning on page 279 of the Proxy Statement and is incorporated herein by reference.

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), 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), and Michael Guina was appointed to serve as Chief Operating Officer. Biographical information for these individuals is set forth in the section entitled "PubCo Management After the Business Combination" beginning on page 279 of the Proxy Statement and is incorporated by reference herein.


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Departure of Directors and Certain Officers

In connection with the Business Combination, 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, and Thomas James Segrave, Jr. replaced Gary Fegel as chairman of the board of directors, although Mr. Fegel will continue as a director of the Company. Effective upon the Closing Date, each of Gregg S. Hymowitz and Sophia Park Mullen resigned as executive officers of the Company.

2023 Equity Incentive Plan

On December 27, 2023, the PubCo 2023 Equity Incentive Plan (the "2023 Plan") became effective. The 2023 Plan was approved by EGA's stockholders at the Special Meeting on December 7, 2023. The purpose of the 2023 Plan is to attract, motivate, and retain employees and other service providers, to further align participants' interests with those of our stockholders, and to provide participants incentive compensation opportunities that are competitive with those offered by other companies in the same industry and locations as ours. The 2023 Plan provides for grants of stock-based compensation awards, including without limitation, form of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, or other stock awards to our employees, consultants, and directors, or collectively, participants. The 2023 Plan is administered by the PubCo Board or a committee designated by the PubCo Board constituted in a manner that permits grants of awards to our officers or directors and related transactions to be exempt from Section 16(b) of the Exchange Act. The plan administrator has the full authority to select recipients of the grants, determine the type, terms and conditions of each award (including any vesting schedule), establish additional terms, conditions, rules, or procedures to accommodate rules or laws of applicable non-U.S. jurisdictions, adjust awards, and to take any other action deemed appropriate; however, no action may be taken that is inconsistent with the terms of the 2023 Plan.

The Company has reserved a total of 6,000,000 shares of PubCo Class A Company Common Stock for issuance pursuant to the 2023 Plan and the maximum number of shares that may be issued pursuant to the exercise of incentive stock options granted under the 2023 Plan is 6,000,000, in each case, subject to certain adjustments set forth therein.

The information set forth in the section entitled "Proposal No. 5 - The PubCo Equity Incentive Plan Proposal" beginning on page 205 of the Proxy Statement is incorporated herein by reference. The foregoing description of the 2023 Plan and the information incorporated by reference in the preceding sentence does not purport to be complete and is qualified in its entirety by the terms and conditions of the 2023 Plan, which is incorporated by reference to this Current Report on Form 8-K as Exhibit 10.10.

2023 Employee Stock Purchase Plan

The PubCo 2023 Employee Stock Plan (the "ESPP") was approved by EGA's stockholders at the Special Meeting. The purpose of the ESPP is to provide eligible employees with a convenient means of acquiring an equity interest in the Company through payroll deductions, to enhance such employees' sense of participation in the affairs of the Company, and to provide an incentive for continued employment.

The ESPP is generally be administered by our Compensation Committee, unless the PubCo Board determines to administer the ESPP itself. The administrator has full power and authority to interpret the provisions of the ESPP, determine eligibility and adjudicate all disputes arising under the ESPP, determine the terms and conditions of any right to purchase shares under the ESPP, establish rules and appoint agents for proper administration of the ESPP, amend outstanding rights to purchase shares under the ESPP, and generally make any other determination or take any other action the administrator deems necessary or desirable. The Company will pay all reasonable expenses incurred in connection with the administration of the ESPP.

The Company has reserved a total of 1,500,000 shares of PubCo Class A Company Common Stock for issuance pursuant to the ESPP, subject to certain adjustments set forth therein.

The information set forth in the section entitled "Proposal No. 6 - PubCo ESPP Proposal" beginning on page 214 of the Proxy Statement is incorporated herein by reference. The foregoing description of the ESPP and the


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information incorporated by reference in the preceding sentence does not purport to be complete and is qualified in its entirety by the terms and conditions of the ESPP, which is incorporated by reference to this Current Report on Form 8-K as Exhibit 10.11.

Compensatory Arrangements for Directors and Executive Officers

On December 27, 2023, in connection with the completion of the Business Combination, the Company assumed the employment agreements that LGM entered into with certain of its executive officers: Jim Segrave and Mike Guina, summarized in the section entitled "Executive and Director Compensation of LGM - Employment Agreements with our Named Executive Offers" beginning on page 284 in the Proxy Statement and forms of which are attached hereto as Exhibit 10.8 and 10.9, respectively and are incorporated herein by reference. Further information with respect to the Company's directors and executive officers immediately after the Closing is set forth in the section entitled "Compensation of Executive Officers and Directors after the Business Combination" beginning on page 286 in the Proxy Statement and Item 5.02 of this Current Report on Form 8-K and is incorporated herein by reference.

The Company intends to develop an executive compensation program that is designed to align compensation with PubCo's business objectives and the creation of shareholder value, while enabling PubCo to attract, retain, incentivize and reward individuals who contribute to the long-term success of PubCo.