Exhibit 10.1
NON-REDEMPTION AGREEMENT
THIS NON-REDEMPTION AGREEMENT (this Agreement), dated as of June [],
2022, is made by and among Altitude Acquisition Corp., a Delaware corporation (the Company), Gary Teplis (GT), and the undersigned stockholder (the Holder).
RECITALS
WHEREAS, the
Company is seeking stockholder approval to amend the Companys Amended and Restated Certificate of Incorporation (as amended, the Charter) to extend (the Extension) the date by which the
Company must consummate an initial business combination from July 11, 2022 to October 11, 2022 (the Extended Date);
WHEREAS, the Company has signed a letter of intent for a potential initial business combination (Proposed Business
Combination) and, if the Company proceeds with such Proposed Business Combination, it will seek stockholder approval of the Proposed Business Combination and related matters; and
WHEREAS, in consideration of the Holders agreement hereunder to vote an aggregate of [] shares of the Companys Class A
common stock initially issued as part of the units sold by the Company in its initial public offering (public shares) held by it and/or its controlled affiliates as of the date hereof (collectively, the
Holders Shares) in favor of the Extension and, if presented to the Companys stockholders, the Proposed Business Combination, not to redeem such public shares in connection with the Extension, and to hold such
public shares through the earlier of the Extended Date or the consummation of the Proposed Business Combination (the Termination Date), GT wishes to pay to the Holder in cash $0.033 per Holders Share per month through
the Termination Date for an aggregate payment of $[].
NOW, THEREFORE, in consideration of the foregoing and the mutual
acknowledgments, understandings, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company, GT, and Holder hereby agree as follows:
1. Representations and Warranties of Holder. Holder represents and warrants that:
(a) Holder and/or certain of its controlled affiliates beneficially own the Holders Shares.
(b) If Holder is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute
and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such
concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver
and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Holder and, assuming due authorization and execution by each other party hereto,
constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors
rights generally and subject, as to enforceability, to general principles of equity.
(c) The execution and delivery of this Agreement by
Holder does not, and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or
the Holders Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holders Shares), in each
case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement.
(d) As of the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any
proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any