Exhibit 10.1

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

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 February 28, 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”).

WHEREAS, pursuant to the Company’s Amended and Restated Certificate of Incorporation (the “Current Certificate”), in the event that the Company has not completed an initial Business Combination (as defined in the Current Certificate) by February 28, 2023 (the date that is 15 months after the closing of the Company’s initial public offering of securities (“IPO”)), the Board of Directors of the Company (the “Board”) may extend the period of time to consummate an initial Business Combination by two additional three month periods, to August 28, 2023 at the latest (the date that is 21 months after the closing of the IPO), to consummate an initial Business Combination, provided that the Purchaser (or its affiliates or designees), after providing five business days advance notice prior to the date that the period of time would otherwise expire, has deposited into the Trust Account (as defined below) $1,725,000 in exchange for private placement warrants, at a rate of $1.50 per private placement warrant, with the same terms as the private placement warrants issued on or about the date of the closing of the IPO, with such gross proceeds from such deposits to be added to the proceeds from the IPO held in the Trust Account and to be used to fund the redemption of the shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”) in accordance with Section 9.2(d) of the Current Certificate;

WHEREAS, in accordance with the Current Certificate, the Board has authorized and approved an initial extension of the period of time for the Company to consummate an initial Business Combination by one additional three month period to May 28, 2023 (the “Initial Extension”), subject to and effective upon the deposit by the Purchaser into the Trust Account of $1,725,000 in exchange for Private Placement Warrants (as defined below); and

WHEREAS, in connection with, and in furtherance of, the Initial Extension, the Purchaser desires to purchase, at a price of $1.50 per warrant, an aggregate of 1,150,000 warrants (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per share of Class A Common Stock (the “Shares”), for an aggregate purchase price of $1,725,000 (the “Purchase Price”), and to deposit such monies into the Trust Account.

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

AGREEMENT

Section 1.               Authorization, Purchase and Sale; Terms of the Private Placement Warrants.

A.                Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

B.                 Purchase and Sale of the Private Placement Warrants. On the date hereof or on such other time and date as may be mutually agreed by the Purchaser and the Company (the “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 1,150,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $1,725,000 (the “Purchase Price”).  The Purchaser shall pay, at least one (1) business day prior to the Closing Date, the Purchase Price by wire transfer of immediately available funds, directly to the trust account, at a financial institution chosen by the Company, maintained by American Stock Transfer & Trust Company, LLC, acting as trustee, in accordance with the Company’s wiring instructions (the “Trust Account”).  On the Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

C.                 Terms of the Private Placement Warrants.

(i)             Each Private Placement Warrant shall have the terms set forth in that certain Private Warrant Agreement, dated as of November 23, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent (the “Warrant Agreement”).

(ii)              The Purchaser shall be entitled to certain registration rights relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants pursuant to that certain Registration Rights Agreement, dated as of November 23, 2021, by and between the Company and the Purchaser (the “Registration Rights Agreement”).

Section 2.               Representations and Warranties of the Company.

As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing Date) that:

A.                Incorporation and Corporate Power.  The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company.  The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

B.                 Authorization; No Breach.

(i)             The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date.  This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).  Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.

(ii)            The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the certificate of incorporation or bylaws of the Company (in effect on the date hereof or as may be amended prior to the Closing Date) or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.

C.                 Title to Securities.  Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable.  On the date of issuance of the Private Placement Warrants, the shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance.  Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

D.                Governmental Consents.  No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby, except for applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”).

Section 3.               Representations and Warranties of the Purchaser.

As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive the Closing Date) that:

A.                Organization and Requisite Authority.  The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.

B.                 Authorization; No Breach.

(i)              This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).

(ii)            The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of the Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s organizational documents (in effect on the date hereof or as may be amended prior to the Closing Date), or any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities laws.

C.                 Investment Representations.

(i)              The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

(ii)             The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.

(iii)            The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.

(iv)           The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(v)             The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (i) subsequently registered thereunder or (ii) sold in reliance on an exemption therefrom; (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and (c) Rule 144 adopted pursuant to the Securities Act will not be available for resale transactions of Securities prior to a Business Combination and may not be available for resale transactions of Securities after a Business Combination.

(vi)           The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time.  The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities.  The Purchaser can afford a complete loss of its investments in the Securities.

(vii)          The Purchaser acknowledges and agrees that the Private Placement Warrants will bear a legend substantially in the form set forth in the Warrant Agreement.

(viii)         The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

Section 4.               Conditions of the Purchaser’s Obligations.

The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before the Closing Date, of each of the following conditions:

A.                Representations and Warranties.  The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of the Closing Date as though then made.

B.                 Performance.  The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing Date.

C.                 No Injunction.  No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.

D.                Warrant Agreement.  The Warrant Agreement shall be in effect on terms satisfactory to the Purchaser.

Section 5.               Conditions of the Company’s Obligations.

The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before the Closing Date, of each of the following conditions:

A.                Representations and Warranties.  The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of the Closing Date as though then made.

B.                 Performance.  The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before the Closing Date.

C.                 Corporate Consents.  The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the issuance and sale of the Private Placement Warrants hereunder.

D.                No Injunction.  No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.

E.                 Warrant Agreement.  The Warrant Agreement shall be in effect.

Section 6.               Miscellaneous.

A.                Successors and Assigns.  Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not.  Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).

B.                 Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

C.                 Counterparts.  This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.  Signatures to this Agreement transmitted via facsimile or e-mail shall be valid and effective to bind the party so signing.

D.                Descriptive Headings; Interpretation.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement.  The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

E.                 Governing Law.  This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the laws of another jurisdiction.

F.                 Amendments.  This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

[Signature Page to Private Placement Warrants Agreement]

Exhibit 10.2

CONDITIONAL GUARANTY AGREEMENT

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 February 28, 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”).

W I T N E S S E T H:

WHEREAS, on or about the date hereof, Everest Consolidator Sponsor, LLC – Warrants Series, a series of Delaware series limited liability company (the “Sponsor”), has issued and sold a promissory note in substantially the form attached hereto as Exhibit A (the “Note”) to the Noteholder;

WHEREAS, to induce the Noteholder to purchase Note from the Sponsor, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor has agreed to execute and deliver this Guaranty, whereby the Guarantor, subject in all respects to the satisfaction (or waiver by the Guarantor) of the Condition (as defined below), and subject further to the waiver by the Noteholder set forth in Section 3 hereof, shall guarantee the payment when due of all Guaranteed Obligations (as defined below); and

WHEREAS, in consideration of the direct and indirect financial and other support and benefits that the Sponsor has provided, and such direct and indirect financial and other support and benefits as the Sponsor may in the future provide, to the Guarantor, the Guarantor is willing to conditionally guarantee the Guaranteed Obligations.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.      Conditional Guaranty. Subject to, and effective only upon, the satisfaction (or waiver by the Guarantor) of the Condition, and subject further to the waiver by the Noteholder set forth in Section 3 hereof, Guarantor hereby guarantees, as primary obligor and not merely as a surety, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of all obligations under the Note, including, without limitation, the principal of and interest on the Note owed by the Sponsor pursuant to the Note (the foregoing being referred to collectively as the “Guaranteed Obligations”). Subject to, and effective only upon, the satisfaction (or waiver by the Guarantor) of the Condition, and subject further to the waiver by the Noteholder set forth in Section 3 hereof, upon the failure by the Sponsor to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, the Guarantor agrees that it shall forthwith pay such amount at the place and in the manner specified in the Note.

For purposes of this Guaranty, “Condition” means the Guarantor shall have consummated an initial Business Combination (as defined in the Guarantor’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time (the “Guarantor Certificate”)) prior to the Termination Date (as defined in the Guarantor Certificate).

Section 2.     Termination. The Guarantor’s obligations hereunder shall remain in full force and effect until the earliest to occur of (i) the payment in full or discharge and termination of the Note, (ii) the failure of the Condition to occur prior to the Termination Date or (iii) immediately prior to the voluntary or involuntary liquidation, dissolution or winding up of the Guarantor, at which time the guarantees made hereunder shall be terminated.

Section 3.      Trust Account Waiver. The Noteholder understands that the Guarantor has established a Trust Account (as defined in the Guarantor Certificate) for the benefit of the Guarantor’s public stockholders and that, except for certain limited distributions of interest earned on the funds held in the Trust Account, the Guarantor may disburse monies from the Trust Account only (i) to the public stockholders of the Guarantor in the event they elect to redeem their shares, (ii) to the public stockholders of the Guarantor upon the liquidation of the Guarantor if it fails to consummate a Business Combination or (iii) to the Guarantor after, or concurrently with, the consummation of a Business Combination. Notwithstanding anything in this Guaranty to the contrary, for and in consideration of the Guarantor entering into this Guaranty and for other good and valuable consideration the receipt of which is hereby acknowledged, the Noteholder agrees, on behalf of itself, its affiliates, its equity holders and any of its respective representatives, that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, this Guaranty and/or any other negotiations, contracts or agreements with the Guarantor and will not seek recourse against the Trust Account (or the funds therein) for any reason whatsoever. This section shall survive the termination of this Guaranty for any reason.

Section 4.      Notices. All notices, statements or other documents which are required or contemplated by this Guaranty shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing by the applicable party, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Except as otherwise provided in this Guaranty, all such communications shall be deemed to have been duly given when transmitted by e-mail or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.

Section 5.      No Other Waivers. No failure or delay by the Noteholder, no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Noteholder of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

Section 6.      Successors and Assigns. This Guaranty is for the benefit of the Noteholder and its successors and permitted assigns; provided, that the Guarantor shall not have any right to assign its rights or obligations hereunder without the consent of the Noteholder, and any such assignment in violation of this Section 6 shall be null and void; and in the event of an assignment of any amounts payable under the Note in accordance with the terms thereof, the rights hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. This Guaranty shall be binding upon the Guarantor and its successors and assigns.

Section 7.      Amendments, Etc. The terms of this Guaranty may be waived, altered or amended only by an instrument in writing duly executed by the Guarantor, the Sponsor and the Noteholder. Any such amendment or waiver shall be binding upon the Noteholder, the Sponsor and the Guarantor.

Section 8.      Governing Law; Jurisdiction. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 9.      WAIVER OF JURY TRIAL. EACH OF THE GUARANTOR AND THE NOTEHOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 10.    Severability. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction in order to carry out the intentions of the parties hereto as nearly as may be possible and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

Section 11.    Merger. This Guaranty and the Note constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

Section 12.    Headings. Section headings in this Guaranty are for convenience of reference only and shall not govern the interpretation of any provision of this Guaranty.

Section 13.    Counterparts. This Guaranty may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Guaranty or in any other certificate, agreement or document related to this Guaranty or the other Basic Documents shall include images of manually executed signatures transmitted by facsimile or other electronic format (including “pdf”, “tif” or “jpg”) and other electronic signatures (including DocuSign and AdobeSign). The use of electronic signatures and electronic records (including any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable Law, including any state law based on the Uniform Electronic Transactions Act or the UCC. Each of the parties hereto agrees that the transaction consisting of this Guaranty may be conducted by electronic means. Each party agrees, and acknowledges that it is such party’s intent, that if such party signs this Guaranty using an electronic signature, it is signing, adopting, and accepting this Guaranty and that signing this Guaranty using an electronic signature is the legal equivalent of having placed its handwritten signature on this Guaranty on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this Guaranty in a usable format.

Section 14.    No Petition. The Noteholder hereby covenants and agrees that it will not at any time institute against the Guarantor, or join in any institution against the Guarantor of, any bankruptcy, reorganization, insolvency or similar proceedings, or other proceedings under any federal, state or foreign bankruptcy or similar law in connection with any obligations hereunder.

[Signatures appear on the following pages.]

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed by its authorized officer as of the day and year first above written.

[Signature Page to Conditional Guaranty Agreement]

[Signature Page to Conditional Guaranty Agreement]

Exhibit A

Form of Note

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO EVEREST CONSOLIDATOR SPONSOR, LLC – WARRANTS SERIES THAT SUCH REGISTRATION IS NOT REQUIRED.

EVEREST CONSOLIDATOR SPONSOR, LLC – WARRANTS SERIES

PROMISSORY NOTE

FOR VALUE RECEIVED, Everest Consolidator Sponsor, LLC – Warrants Series, a series of a Delaware series limited liability company (the “Maker”), promises to pay to EVEREST CONSOLIDATOR – A SERIES OF MASTER FUND I LLC or its assigns (the “Holder”) the principal sum of $1,725,000, together with interest on the unpaid principal balance of this Note from time to time outstanding at the rate of 16.0% per annum. Subject to the conversion provisions set forth herein, all principal and accrued interest shall be due and payable on demand of the Holder at any time after December 30, 2023 (the “Demand Date”).

Interest on this Note shall be computed on the basis of a year of three hundred sixty-five (365) days for the actual number of days elapsed. All payments by the Maker under this Note shall be in immediately available funds.

This Note shall become due and payable immediately and automatically without notice or demand upon the occurrence at any time of any of the following events of default (individually, an “Event of Default” and collectively, “Events of Default”):

All payments by the Maker under this Note shall be made without set-off or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any nature whatever, unless the obligation to make such deduction or withholding is imposed by law.

No delay or omission on the part of the Holder in exercising any right under this Note shall operate as a waiver of such right or of any other right of the Holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion.

The terms and provisions of this Note may be modified or amended only by a written instrument duly executed by the Maker and by the Holder.

This Note may be prepaid, in whole or in part, at any time, without the prior written consent of the Holder.

All payments by the Maker under this Note shall be applied first to the accrued interest due and payable hereunder and the remainder, if any, to the outstanding principal.

The Maker and every endorser or guarantor of this Note, regardless of the time, order or place of signing, hereby waives presentment, demand, protest and notices of every kind and assents to any permitted extension of the time of payment and to the addition or release of any other party primarily or secondarily liable hereunder.

The Holder agrees that no managing member, other holder of membership or equity interests, director or officer of the Maker shall have any personal liability for the repayment of this Note.

By accepting this Note and countersigning below, the Holder represents and warrants to the Maker that such Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended.

All rights and obligations hereunder shall be governed by the laws of the State of New York without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York and this Note is executed as an instrument under seal.

Notwithstanding anything to the contrary contained in this Note, the interest paid or agreed to be paid under this Note shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If the Holder shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal remaining owed under this Note or, if it exceeds such unpaid principal, refunded to the Company. In determining whether the interest contracted for, charged, or received by the Holder exceeds the Maximum Rate, the Holder may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of this Note.

Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and indemnity satisfactory to the Company (in case of loss, theft or destruction) or surrender and cancellation of such Note (in the case of mutilation), the Company will make and deliver in lieu of such Note a new Note of like tenor.