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”).
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”).
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”).
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”).
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 • 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 Newport Beach, CA 92660 BofA Securities, Inc. One Bryant Park New York, NY 10036 Re: Initial Public Offering Ladies and Gentlemen:Underwriting 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.
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:Underwriting 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.
Everest Consolidator Acquisition CorporationOffice Space and Administrative Services 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
