INDEMNITY AGREEMENTIndemnity Agreement • November 29th, 2021 • Everest Consolidator Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 23, 2021, by and between Everest Consolidator Acquisition Corporation, a Delaware corporation (the “Company”), and Jacqueline S. Shoback (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2021 • Everest Consolidator Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2021, is made and entered into by and among Everest Consolidator Acquisition Corporation, a Delaware corporation (the “Company”), Everest Consolidator Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
PUBLIC WARRANT AGREEMENT between EVEREST CONSOLIDATOR ACQUISITION CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated as of November 23, 2021Warrant Agreement • November 29th, 2021 • Everest Consolidator Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 23, 2021, is by and between Everest Consolidator Acquisition Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
EVEREST CONSOLIDATOR ACQUISITION CORPORATION Newport Beach, California 92660Everest Consolidator Acquisition Corp • October 19th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date set forth above by and between Everest Consolidator Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Everest Consolidator Acquisition Corporation, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company’s and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • August 14th, 2023 • Everest Consolidator Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 5, 2023, by and between Everest Consolidator Acquisition Corporation, a Delaware corporation (the “Company”), and Rebecca Macieira-Kaufmann (the “Indemnitee”).
PRIVATE WARRANT AGREEMENT between EVEREST CONSOLIDATOR ACQUISITION CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated as of November 23, 2021Warrant Agreement • November 29th, 2021 • Everest Consolidator Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 23, 2021, is by and between Everest Consolidator Acquisition Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 29th, 2021 • Everest Consolidator Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 23, 2021 by and between Everest Consolidator Acquisition Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
Everest Consolidator Acquisition Corporation Newport Beach, CA 92660 BofA Securities, Inc. One Bryant Park New York, NY 10036 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 14th, 2023 • Everest Consolidator Acquisition Corp • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Everest Consolidator Acquisition Corporation, a Delaware corporation (the “Company”), and BofA Securities, Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 29th, 2021 • Everest Consolidator Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of November 23, 2021, is entered into by and between Everest Consolidator Acquisition Corporation, a Delaware corporation (the “Company”), and Everest Consolidator Sponsor, LLC – Warrants Series, a series of a Delaware series limited liability company (the “Purchaser”).
EVEREST CONSOLIDATOR ACQUISITION CORPORATION (a Delaware corporation) 15,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • November 29th, 2021 • Everest Consolidator Acquisition Corp • Blank checks • New York
Everest Consolidator Acquisition Corporation, a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and each of the other Underwriters named in Schedule A hereto, if any (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as the sole representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Units of the Company set forth in Schedule A hereto, totaling 15,000,000 Units in the aggregate, and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 2,250,000 additional Units. Each Unit consists of one share of Class A common stock, par value $0.0001, of the Company (collectively, the “Clas
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 29th, 2021 • Everest Consolidator Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between Everest Consolidator Acquisition Corporation, a Delaware corporation (the “Company”), and Everest Consolidator Sponsor, LLC – Warrants Series, a series of a Delaware series limited liability company (the “Purchaser”).
CONDITIONAL GUARANTY AGREEMENTConditional Guaranty Agreement • May 30th, 2023 • Everest Consolidator Acquisition Corp • Blank checks • New York
THIS CONDITIONAL GUARANTY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is entered into as of May 26, 2023, by EVEREST CONSOLIDATOR ACQUISITION CORPORATION, a Delaware corporation (the “Guarantor”), in favor of EVEREST CONSOLIDATOR – A SERIES OF MASTER FUND I LLC (the “Noteholder”).
Everest Consolidator Acquisition Corporation Newport Beach, CA 92660 BofA Securities, Inc. One Bryant Park New York, NY 10036 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 29th, 2021 • Everest Consolidator Acquisition Corp • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Everest Consolidator Acquisition Corporation, a Delaware corporation (the “Company”), and BofA Securities, Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 30th, 2023 • Everest Consolidator Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of May 26, 2023, is entered into by and between Everest Consolidator Acquisition Corporation, a Delaware corporation (the “Company”), and Everest Consolidator Sponsor, LLC – Warrants Series, a series of a Delaware series limited liability company (the “Purchaser”).
Everest Consolidator Acquisition CorporationLetter Agreement • October 29th, 2021 • Everest Consolidator Acquisition Corp • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) relating to the initial public offering (the “IPO”) of securities of Everest Consolidator Acquisition Corporation (the “Company”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Everest Consolidator Sponsor, LLC (“Sponsor”) shall make available, or cause to be made available, to the Company certain office space, secretarial and administrative services as may be reasonably required by the Company from time to time at 4041 MacArthur Blvd, Newport Beach, CA 92660 (or any successor location). In exchange therefor, the Company shall pay Sponsor a sum of $10,000 within two business days of the Effecti
PROMISSORY NOTEPromissory Note • July 14th, 2023 • Everest Consolidator Acquisition Corp • Blank checks • Delaware
THIS AGREEMENT is entered into this 7th day of May 2023 (the "Effective Date"), by and among Everest Consolidator Sponsor, LLC, a limited liability company (hereinafter referred to as the "Transferor"), and Everest Consolidator Acquisition Corporation, a corporation (hereinafter referred to as the "Transferee").
BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER by and among EVEREST CONSOLIDATOR ACQUISITION CORPORATION, UNIFUND FINANCIAL TECHNOLOGIES, INC., UNIFUND MERGER SUB INC., CREDIT CARD RECEIVABLES FUND INCORPORATED, UNIFUND HOLDINGS, LLC, USV, LLC and,...Business Combination Agreement and Plan of Merger • August 14th, 2023 • Everest Consolidator Acquisition Corp • Blank checks • Delaware
This Business Combination Agreement and Plan of Merger, dated as of May 19, 2023 (this “Agreement”), is made and entered into by and among Everest Consolidator Acquisition Corporation, a Delaware corporation (“SPAC”), Unifund Financial Technologies, Inc., a Delaware corporation (“New PubCo”), Unifund Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of New PubCo (“Merger Sub” and together with New PubCo and Merger Sub, the “Acquisition Entities” and each an “Acquisition Entity”), Unifund Holdings, LLC, a Delaware limited liability company (“Holdings”), Credit Card Receivables Fund Incorporated, an Ohio corporation (“CCRF”), USV, LLC, an Ohio limited liability company (“USV” and together with Holdings and CCRF, the “Target Companies” and each, a “Target Company”), and, solely for the purposes of Sections 10.4, 10.12, 12.3, 13.6 and 13.16, Everest Consolidator Sponsor, LLC, a Delaware limited liability company (“Sponsor”). SPAC, New PubCo, Merger Sub, CCRF, Ho
AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 27th, 2024 • Everest Consolidator Acquisition Corp • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of February 26, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Everest Consolidator Acquisition Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
COMPANY EQUITYHOLDER VOTING AND SUPPORT AGREEMENTCompany Equityholder Voting and Support Agreement • August 14th, 2023 • Everest Consolidator Acquisition Corp • Blank checks • Delaware
This Company Equityholder Voting and Support Agreement (this “Holder Support Agreement”) is dated as of May 19, 2023, by and among David G. Rosenberg (“Rosenberg”), ZB Limited Partnership, a Delaware limited partnership (“ZB”), David G. Rosenberg, not individually but in his capacity as trustee of The TER Trust (“TER Trust” and, together with Rosenberg and ZB, the “Target Company Equityholders” and each, a “Target Company Equityholder”), Unifund Financial Technologies, Inc., a Delaware corporation (“New PubCo”), Everest Consolidator Acquisition Corporation, a Delaware corporation (“SPAC”), Unifund Holdings, LLC, an Ohio limited liability company (“Holdings”), Credit Card Receivables Fund Incorporated, an Ohio corporation (“CCRF”), and USV, LLC, an Ohio limited liability company (“USV” and, together with Holdings and CCRF, the “Target Companies” and each, a “Target Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the B
FORM OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • August 14th, 2023 • Everest Consolidator Acquisition Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of [ ], 2023, is made and entered into by and among Unifund Financial Technologies, Inc., a Delaware corporation (“New PubCo”), Everest Consolidator Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), the equityholders of Unifund Holdings, LLC, an Ohio limited liability company (“Holdings”), Credit Card Receivables Fund Incorporated, an Ohio corporation (“CCRF”) and USV, LLC, an Ohio limited liability company (“USV” and together with Holdings and CCRF, the “Target Companies” and each, a “Target Company”) and Payce, LLC, an Ohio limited liability company (“Payce’), set forth on Schedule I hereto (such equityholders, the “Target Holders” and, collectively with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.3 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”). Capitalized terms used but not defined herein shall have t
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 14th, 2023 • Everest Consolidator Acquisition Corp • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of May 19, 2023, by and among Everest Consolidator Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Unifund Financial Technologies, Inc., a Delaware corporation (“New PubCo”), Everest Consolidator Acquisition Corporation, a Delaware corporation (“SPAC”), Unifund Holdings, LLC, an Ohio limited liability company (“Holdings”), Credit Card Receivables Fund Incorporated, an Ohio corporation (“CCRF”), and USV, LLC, an Ohio limited liability company (“USV” and, together with Holdings and CCRF, the “Target Companies” and each, a “Target Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Everest Consolidator Acquisition CorporationLetter Agreement • November 29th, 2021 • Everest Consolidator Acquisition Corp • Blank checks
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) relating to the initial public offering (the “IPO”) of securities of Everest Consolidator Acquisition Corporation (the “Company”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Everest Consolidator Sponsor, LLC (“Sponsor”) shall make available, or cause to be made available, to the Company certain office space, secretarial and administrative services as may be reasonably required by the Company from time to time at 4041 MacArthur Blvd, Newport Beach, CA 92660 (or any successor location). In exchange therefor, the Company shall pay Sponsor a sum of $10,000 within two business days of the Effecti
WAIVER and consent to business combination agreement and PLAN OF mergerBusiness Combination Agreement and Plan of Merger • February 27th, 2024 • Everest Consolidator Acquisition Corp • Blank checks
This WAIVER AND CONSENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated as of February 25, 2024, is made by and among Unifund Holdings, LLC, a Delaware limited liability company on behalf of the Target Companies and the Acquisition Entities (“Holdings”), Everest Consolidator Acquisition Corporation, a Delaware corporation (the “SPAC”), and Everest Consolidator Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • August 14th, 2023 • Everest Consolidator Acquisition Corp • Blank checks • Delaware
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of May 19, 2023 by and among Unifund Financial Technologies, Inc., a Delaware corporation (“New PubCo”), David G. Rosenberg (“Rosenberg”), David G. Rosenberg, not individually but in his capacity as trustee of The TER Trust (“TER Trust”) and ZB Limited Partnership, a Delaware limited partnership (“ZB Partnership” and, together with Rosenberg and TER Trust, the “Target Company Equityholders” and each, a “Target Company Equityholder”). New PubCo and each Target Company Equityholder are referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 25th, 2023 • Everest Consolidator Acquisition Corp • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of August 25, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Everest Consolidator Acquisition Corporation (the “Company”) and Equiniti Trust LLC, as trustee (f/k/a American Stock Transfer & Trust Company, LLC, “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
EVEREST CONSOLIDATOR ACQUISITION CORPORATION Newport Beach, California 92660Everest Consolidator Acquisition Corp • October 19th, 2021 • Blank checks • New York
Reference is made to that certain Securities Subscription Agreement, dated as of March 15, 2021 (the “Subscription Agreement”), by and between Everest Consolidator Sponsor, LLC–Class B Shares Series, a series of a Delaware series limited liability company (the “Subscriber” or “you”), and Everest Consolidator Acquisition Corporation, a Delaware corporation (the “Company”, “we” or “us”). Capitalized terms used by not defined herein shall have the meanings ascribed to such terms in the Subscription Agreement
