ESHA · ESH Acquisition Corp.

ESH Sponsor LLC (the "Sponsor") purchased 6,320,000 warrants, as described in the issuer's registration statement on Form S-1 (File No. 333-265226) (the "S-1"), in a private placement of warrants at a price of $1.00 per private placement warrant. Each whole private placement warrant is exercisable to purchase one Class A common stock at a price of $11.50 per share.

The warrants will become exercisable on the later of 30 days after the completion of ESH Acquisition Corp.'s initial business combination or 12 months from the closing of ESH Acquisition Corp.'s initial public offering, and will expire 5 years after the completion of ESH Acquisition Corp.'s initial business combination or earlier upon redemption or liquidation, as described in the S-1.

James Francis is the manager (the "Manager") of ESH Sponsor LLC (the "Sponsor") and, in such capacity, has voting and dispositive power with respect to the securities held of record by the Sponsor and, as such, may be deemed to have shared beneficial ownership of such securities with the Sponsor. The Manager disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest it may have therein, directly or indirectly.