Second Amendment to the Investment Management Trust Agreement, dated as of February 26, 2024, by and between Everest Consolidator Acquisition Corporation and American Stock Transfer & Trust Company, LLC

Exhibit 10.1

AMENDMENT NO. 2 TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

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.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of November 23, 2021 (the “Initial Trust Agreement”);

WHEREAS, the Company and the Trustee entered into the Amendment to the Initial Trust Agreement, dated as of August 24, 2024 (the “First Amendment” and, the Initial Trust Agreement, as amended by the First Amendment, the “Trust Agreement”);

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

WHEREAS, at a Special Meeting of stockholders of the Company held on February 26, 2024, the Company stockholders approved a proposal to amend (the “Extension Amendment”) the Company’s Amended and Restated Certificate of Incorporation to provide the Company’s Board of Directors with the right to extend the date by which the Company has to consummate a business combination up to an additional six (6) times for one (1) month each time, from February 28, 2024 to August 28, 2024; and

WHEREAS, on the date hereof, the Company is filing the Extension Amendment with the Secretary of State of the State of Delaware.

NOW THEREFORE, IT IS AGREED:

The Trust Agreement is hereby amended as follows:

1.      Preamble. The text below hereby replaces the fifth WHEREAS clause in the preamble of the Trust Agreement:

“WHEREAS, if a Business Combination (as defined below) is not consummated by February 28, 2024, 27 months following the closing of the Offering, the board of directors of the Company (the “Board”) may extend such period by six (6) one-month periods, up to a maximum of 33 months in the aggregate following the closing of the Offering, by depositing the lesser of (a) $150,000 and (b) $0.030 per share issued at the Offering that have not been redeemed into the Trust Account no later than February 28, 2024 (the 27-month anniversary of the Offering, and each succeeding one-month anniversary through and up to August 28, 2024 (each, an “Applicable Deadline”); and”

2.      Section 1(i). Section 1(i) of the Trust Agreement is hereby amended and restated to read in full as follows:

“(i)  Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the board of directors of the Company or other authorized officer of the Company and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 27-month anniversary of the closing of the Offering or, in the event that the Company extended the time to complete the Business Combination for up to 33-months from the closing of the Offering but has not completed the Business Combination within the applicable monthly anniversary of the Closing, (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date.”

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

[Signature Page to Amendment No. 2 to IMTA]