LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby constitutes and
appoints Willkie Farr & Gallagher LLP the undersigned's true and lawful
attorney-in-fact to:
1. execute for and on behalf of the undersigned, in the
undersigned's capacity as a beneficial owner of EG Acquisition
Corp. (the "Company"), Forms 3, 4 and 5 (and any amendments
thereto) in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules thereunder;
2. do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4 or 5, complete and execute any
amendments thereto, and timely file such form with the U.S.
Securities and Exchange Commission (the "SEC") and any securities
exchange or similar authority, including without limitation the
filing of a Form ID or any other documents necessary or
appropriate to enable the undersigned to file the Forms 3, 4 and
5 electronically with the SEC;
3. seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the
Company's securities from any third party, including brokers,
employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any such
information to the undersigned's attorney-in-fact appointed by
this Limited Power of Attorney and approves and ratifies any such
release of information; and
4. take any other action in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by or for, the
undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to
this Limited Power of Attorney shall be in such form and shall
contain such information and disclosure as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever required,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.
The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request and on the behalf of the undersigned,
is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with, or any liability for the failure to comply
with, any provision of Section 16 of the Exchange Act.
This Limited Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 or 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to each of the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 13th day of July, 2021.
Signed and acknowledged:
EG Sponsor LLC
By: /s/ Gregg S. Hymowitz
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Name: Gregg S. Hymowitz
Title: Authorized Signatory
