(e) This Agreement constitutes the entire agreement, and supersedes all other prior
agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.
(f) Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs,
executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs,
executors, administrators, successors, legal representatives and permitted assigns.
(g) Holder acknowledges that the Company has
established a trust account containing the proceeds of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the Trust Account). Holder agrees that
(i) it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, and (ii) it shall have no right of set-off or any right, title, interest or claim of
any kind (Claim) to, or to any monies in, the Trust Account, in each case in connection with this Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection
with this Agreement or otherwise; provided, that such release and waiver of Claims shall not include any rights or claims of Holder or any of its controlled affiliates to seek redemption of (x) the Other Shares in connection with
the consummation of the Extension or (y) any of the Holders public shares in connection with the consummation of the Companys initial business combination. In the event Holder has any Claim against the Company, Holder shall pursue
such Claim solely against the Companys assets outside the Trust Account and not against the property or any monies in the Trust Account. Holder agrees and acknowledges that such waiver is material to this Agreement and has been specifically
relied upon by the Company to induce the Company to enter into this Agreement and Holder further intends and understands such waiver to be valid, binding and enforceable under applicable law. In the event Holder commences any action or proceeding
which seeks, in whole or in part, relief against the funds held in the Trust Account or distributions therefrom or any of the Companys stockholders, whether in the form of monetary damages or injunctive relief, Holder shall be obligated to pay
to the Company all of its legal fees and costs reasonably incurred in connection with any such action in the event that the Company prevails in such action or proceeding.
(h) If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.
(i) This
Agreement may be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered one and the same agreement and shall become effective when signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same counterpart.
(j) Holder shall pay all of its own expenses in
connection with this Agreement and the transactions contemplated hereby.
(k) Any notice or communication required or permitted
hereunder shall be in writing and either delivered personally, emailed, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (a) when so
delivered personally, (b) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (c) five (5) business days after the date of mailing to the address below or to such other address or addresses as such
person may hereafter designate by notice given hereunder:
(i) If to Holder, to such address or addresses set forth on the
signature page hereto;:
(ii) if to the Company or GT, to:
Altitude Acquisition Corp
400 Perimeter Center Terrace Suite 151
Atlanta, GA 30346
Attn: Gary Teplis
Email: gary.teplis@teplis.com