Type of the Subscriber. Indicate the form of entity of the Subscriber: ☐ Individual ☐ Limited Partnership ☐ Corporation ☐ General Partnership ☐ Revocable Trust ☐ Limited Liability Company ☐ Other Type of Trust (indicate type): ________________________________ ☐ Other (indicate form of organization): ________________________________
Type of the Subscriber. Indicate the form of entity of the Subscriber: ☐ Limited Partnership ☐ Corporation ☐ General Partnership ☐ Revocable Trust ☐ Other Type of Trust (indicate type): ☐ Limited Liability Company (if so, indicate whether it is treated as a corporation or a partnership for tax purposes): ☐ Other (indicate form of organization): Subscriber: Subscriber Name: By: Signatory Name: Signatory Title: Exhibit B Registration Rights Agreement [See Attached.] Exhibit B Exhibit C-1 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Noteholders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Senior Subordinated Convertible Note dated as of October 17, 2022 (as amended, supplemented or otherwise modified from time to time, the “Note”), among LGM Enterprises, LLC, a North Carolina limited liability company, EnTrust Emerald (Cayman) LP, a Cayman Islands limited partnership, EG Acquisition Corp., a Delaware corporation, and the Noteholder from time to time party thereto. Pursuant to the provisions of Section 5.6 of the Note, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Note in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower, and (2) the undersigned shall have at all times furnished the Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Note and used herein shall have the meanings given to them in the Note. [NAME OF NOTEHOLDER] By: Name: Title: Date: , 20[ ] Exhibit C-2 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Noteholders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Senior Subordinated C...
Type of the Subscriber. Indicate the form of entity of the Subscriber: ☐ Limited Partnership ☐ Corporation ☐ General Partnership ☐ Revocable Trust ☐ Other Type of Trust (indicate type): ________________________________ ☐ Limited Liability Company (if so, indicate whether it is treated as a corporation or a partnership for tax purposes): __________________________ ☐ Other (indicate form of organization): ________________________________ Subscriber: Subscriber Name:____________________________ By:_______________________________ Signatory Name: Signatory Title: EXHIBIT H FOUNDER EMPLOYMENT AGREEMENT TERM SHEET (see attached) CEO Employment Agreement Term Sheet This term sheet is for discussion purposes only, is subject to change prior to the execution of definitive documentation, and is not intended to represent a binding commitment among Xxx Xxxxxxx (“Executive”) and flyExclusive, Inc. (the “Company”). Executive and the Company shall cooperate in good faith to memorialize the terms set forth in this Term Sheet in more detailed agreement(s), which shall supersede all prior communications, agreements, and understandings, written or oral, with respect to the terms and conditions of Executive’s employment. PROVISION TERM Effective Date Effective as of the consummation of the transaction. Title and Responsibilities Chief Executive Officer, reporting directly to the Company’s board of directors (the “Board”), and will have such duties and responsibilities commensurate with such title. Executive will devote his full business time, attention, skill, and best efforts to the performance of Executive’s duties. Term of Employment No fixed term of employment. Base Salary An amount to be negotiated in good faith by the Company and the Executive between signing and closing, paid in accordance with regular payroll practices, subject to adjustment by the Board. Annual Bonus Opportunity For so long as Executive is employed by the Company, Executive will be eligible to receive an Annual Bonus for each fiscal year. Executive’s target annual bonus will be an amount to be negotiated in good faith by the Company and the Executive between signing and closing, with the actual bonus payable based on achievement of annual performance objectives as determined by the Board.
Type of the Subscriber. Indicate the form of entity of the Subscriber: ☐ Limited Partnership ☐ Corporation ☐ General Partnership ☐ Revocable Trust ☐ Other Type of Trust (indicate type): ☐ Other (indicate form of organization): Subscriber: Subscriber Name: By: Signatory Name: Signatory Title: Exhibit B Subscriber Certificate – Non-Redeemed Shares Pursuant to Section 2(d) of that certain Subscription Agreement, dated July [●], 2021 (the “Subscription Agreement”), between CF Acquisition Corp. V, Satellogic Inc. and the Subscriber named below, the undersigned (“Subscriber”) hereby certifies as follows:
Type of the Subscriber. Indicate the form of entity of the Subscriber: ☐ Limited Partnership ☐ Corporation ☐ General Partnership ☐ Revocable Trust ☐ Other Type of Trust (indicate type): ☐ Other (indicate form of organization): Subscriber: Subscriber Name: By: Signatory Name: Signatory Title: Exhibit B Subscriber Certificate – Non-Redeemed Shares Pursuant to Section 2(d) of that certain Subscription Agreement, dated July [●], 2021 (the “Subscription Agreement”), between CF Acquisition Corp. V, Satellogic Inc. and the Subscriber named below, the undersigned (“Subscriber”) hereby certifies as follows:
