FLYEXCLUSIVE INC
For the period ended Dec 31, 2023. Filed May 1, 2024.
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FY2023 · Filed May 1, 2024
FLYX$1.11-4.3%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| EXHIBIT NO. | DESCRIPTION | FILED HEREWITH | FORM | EXHIBIT | FILING DATE |
|---|---|---|---|---|---|
| 2.1* | Equity Purchase Agreement, dated as of October 17, 2022, by and among LGM Enterprises LLC, EGA Acquisition Corp., EG Sponsor LLC, the Existing Equityholder Representative and the Existing Equityholders listed on Annex A thereto. | 8-K | 2.1 | 10/18/2022 | |
| 2.2 | Amendment No. 1 to Equity Purchase Agreement, dated as of April 21, 2023, by and among LGM Enterprises, LLC, EG Acquisition Corp. and the LGM Existing Equityholders listed on Annex A of the Equity Purchase Agreement. | 8-K | 2.1 | 4/21/2023 | |
| 3.1 | Second Amended and Restated Certificate of Incorporation of EG Acquisition Corp. | 8-K | 3.1 | 1/3/2024 | |
| 3.2 | Bylaws of flyExclusive, Inc. | 8-K | 3.2 | 1/3/2024 | |
| 3.2 | Certificate of Designation of Series A Non-Convertible Redeemable Preferred Stock, filed with the Delaware Secretary of State on March 4, 2024. | 8-K | 3.1 | 3/7/2024 | |
| 4.1 | Warrant Agreement, dated May 25, 2021, between EG Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent. | 8-K | 4.1 | 6/1/2021 | |
| 4.2 | Form of Warrant issued March 4, 2024. | 8-K | 4.1 | 3/7/2024 | |
| 4.3 | Description of Capital Stock. | X | |||
| 10.1 | Stockholders’ Agreement, dated as of December 27, 2023 by and among EG Acquisition Corp., Thomas James Segrave, Jr., the Existing Equityholders listed therein and EG Sponsor LLC. | 8-K | 10.1 | 1/3/2024 | |
| 10.2 | Amended and Restated Registration Rights Agreement, dated as of December 27, 2023, by and among EG Acquisition Corp., EG Sponsor LLC, EnTrust Emerald (Cayman) LP, ETG FE LLC, ETG Omni LLC, EnTrust Magnolia Partners LP, and other parties thereto | 8-K | 10.2 | 1/3/2024 | |
| 10.3 | Tax Receivable Agreement, dated as of December 27, 2023, by and among EG Acquisition Corp., LGM Enterprises, LLC, Thomas James Segrave, Jr., as TRA Holder Representative, and the TRA Holders named therein. | 8-K | 10.3 | 1/3/2024 | |
| 10.4 | Amended and Restated Operating Agreement of LGM Enterprises, LLC. | 8-K | 10.4 | 1/3/2024 | |
| 10.5* | Senior Subordinated Convertible Note, dated as of October 17, 2022, by and among LGM Enterprises, LLC, as the Borrower, Entrust Emerald (Cayman) LP, as the Initial Noteholder, any noteholders party thereto from time to time and EG Acquisition Corp. | 8-K | 10.5 | 10/18/2022 | |
| 10.6* | Senior Secured Note, dated December 1, 2023, by and among LGM Enterprises LLC, FlyExclusive Jet Share, LLC, ETG FE LLC, Kroll Agency Services Limited, as administrative agent and Kroll Trustee Services Limited, as collateral agent. | 8-K | 10.6 | 1/3/2024 | |
| 10.7† | Form of Director and Officer Indemnification Agreement. | 8-K | 10.7 | 1/3/2024 | |
| 10.8† | Executive Employment Agreement by and between LGM Enterprises, LLC and Thomas James Segrave, Jr., effective April 1, 2023. | 8-K | 10.8 | 1/3/2024 | |
| 10.9† | Executive Employment Agreement by and between LGM Enterprises, LLC and Michael Guina, effective April 21, 2023. | 8-K | 10.9 | 1/3/2024 | |
| 10.10† | flyExclusive Inc. 2023 Equity Incentive Plan. | 10.10 | 1/3/2024 | ||
| 10.11† | flyExclusive Inc. Employee Stock Purchase Plan. | 10.11 | 1/3/2024 | ||
| 10.12 | Master Note between Exclusive Jets, LLC as Borrower, and The Northern Trust Company as Lender, dated as of March 15, 2023. | 10.12 | 1/3/2024 | ||
| 10.13 | Sublease Agreement, dated January 1, 2021, by and between Kinston Jet Center, LLC and Exclusive Jets, LLC. | 10.13 | 1/3/2024 | ||
| 10.14 | Form of Letter Agreement among the Registrant, EG Sponsor LLC and each of the executive officers and directors of the Registrant (incorporated by reference to the Registrant’s amendment to its Registration Statement on Form S-1/A, filed with the SEC on May 11, 2021). | S-1/A | 10.1 | 5/11/2021 | |
| 10.15 | Form of Non-Redemption Agreement, dated December 26, 2023, by and among the Company, LGM, Mr. Segrave and an unaffiliated third party investor. | 8-K | 10.1 | 12/27/2023 | |
| 10.16* | Form of Warrant Exchange Agreement, dated December 26, 2023, by and between the Company and various Holders. | 8-K | 10.2 | 12/27/2023 | |
| 10.17* | Senior Secured Note, dated January 26, 2024, by and among FlyExclusive Jet Share, LLC, flyExclusive, Inc., LGM Enterprises, LLC, ETG FE LLC, as initial noteholder, any noteholders party thereto from time to time, Kroll Agency Services, Limited, as administrative agent and Kroll Trustee Services, Limited, as collateral agent | 8-K | 10.1 | 2/01/2024 | |
| 10.18 | Security Agreement, dated January 26, 2024, by FlyExclusive Jet Share, LLC in favor of Kroll Trustee Services, Limited, as collateral agent. | 8-K | 10.2 | 2/01/2024 | |
| 10.19 | Securities Purchase Agreement, dated March 4, 2024, by and between flyExclusive, Inc. and the Purchaser named therein. | 8-K | 10.1 | 3/7/2024 | |
| 16.1 | Letter from Marcum LLP to the Securities and Exchange Commission, dated January 3, 2024. | 8-K | 16.1 | 1/3/2024 | |
| 21.1 | List of Subsidiaries. | 8-K | 21.1 | 01/03/2024 | |
| 31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2022. | X | |||
| 31.2 | Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2022. | X | |||
| 32.1 | Certification of the Chief Executive Officer and the President and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2022. | X | |||
| 97 | flyExclusive Compensation Recovery Policy. | X | |||
| 101 | Financial Statements from the Annual Report on Form 10-K of flyExclusive, Inc. for the year ended December 31, 2023, filed April 30, 2024, formatted in Inline XBRL:i) Consolidated Balance Sheets ii) Consolidated Statements of Operations and Comprehensive Income (Loss)iii) Consolidated Statements of Stockholders' Equity (Deficit) / Members' Equity (Deficit) and Temporary Equityiv) Consolidated Statements of Cash Flows | X |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- Certain information, schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) or Item 601(b)(10)(iv), as applicable, of Regulation S-K. The Registrant agrees to furnish supplemental copies of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request
† Indicates a management contract or compensatory plan.
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