EGH Acquisition Corp. Commitments Disclosure

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

Registration Rights Agreement

The holders of the (i) Founder Shares, (ii) Private Placement Units (and their component securities) and units that may be issued upon conversion of Working Capital Loans (and their underlying securities), if any, (iii) any Class A Ordinary Shares issuable upon conversion of the Founder Shares and (iv) any Class A Ordinary Shares held at the completion of the Initial Offering or acquired prior to or in connection with the initial Business Combination by the holders of the Founder Shares prior to the Initial Public Offering, are entitled to registration rights pursuant to the Registration Rights Agreement, dated May 8, 2025. These holders are entitled to make up to three demands, excluding short form demands, and have piggyback registration rights. The Representatives may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, the Representatives may participate in a piggyback registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Underwriters had a 45-day option from May 12, 2025, the date of the Initial Public Offering to purchase up to an additional 2,250,000 units to cover over-allotments at the Initial Public Offering price less the underwriting discounts (the “Over-Allotment Option”). On June 26, 2025, the Over-Allotment Option expired unexercised.

The Underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $3,000,000, which was paid upon the closing of the Initial Public Offering.

Additionally, the Underwriters are entitled to a deferred underwriting fee of 4.00% of the gross proceeds of the Initial Public Offering, or $6,000,000, payable upon the closing of an initial Business Combination, but such deferred underwriting discount shall be due solely on amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of the initial Business Combination (the “Deferred Fee”).

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Consulting and Share Transfer Agreements

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On August 28, 2025, the Company entered into a Consulting Agreement with an independent contractor (the “Consultant”) to perform certain consulting services for the Company related to a specific Business Combination target (the “Consulting Agreement”). Additionally on August 28, 2025, EGH Management LLC, the sole managing member of the Sponsor, entered into a Share Transfer Agreement with the Consultant (the “Share Transfer Agreement”). Pursuant to the Share Transfer Agreement, EGH Management LLC granted a membership interest equivalent to 7,500 Founder Shares to the Consultant for services provided to the Company pursuant to the Consulting Agreement. Such transfer of Founder Shares is conditioned upon the consummation of a Business Combination with such target and subject to the terms of the Share Transfer Agreement.