INDEMNITY AGREEMENTIndemnification 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”).
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 • 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.
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 • 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
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).
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.”
