INDEMNITY AGREEMENTIndemnification Agreement • October 8th, 2020 • Altitude Acquisition Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Altitude Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2020 • Altitude Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2020, is made and entered into by and among Altitude Acquisition Corp., a Delaware corporation (the “Company”), Altitude Acquisition Holdco LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • December 11th, 2020 • Altitude Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 8, 2020, is by and between Altitude Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 11th, 2020 • Altitude Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 8, 2020 by and between Altitude Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between ALTITUDE ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: December 8, 2020Underwriting Agreement • December 11th, 2020 • Altitude Acquisition Corp. • Blank checks • New York
The undersigned, Altitude Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
Altitude Acquisition Corp. Atlanta, Georgia 30346 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 11th, 2020 • Altitude Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Altitude Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 30,015,000 of the Company’s units (including up to 3,915,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below)
Altitude Acquisition Corp. Atlanta, Georgia 30327Securities Subscription Agreement • September 25th, 2020 • Altitude Acquisition Corp. • Blank checks • Delaware
Altitude Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by Altitude Acquisition Holdco LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 8,625,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 1,125,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 11th, 2020 • Altitude Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 8, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Altitude Acquisition Corp., a Delaware corporation (the “Company”), and Altitude Acquisition Holdco LLC, a Delaware limited liability company (the “Purchaser”).
Form of PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 1st, 2020 • Altitude Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Altitude Acquisition Corp., a Delaware corporation (the “Company”), and Altitude Acquisition Holdco LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 24th, 2023 • Altitude Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•], 2023, by and among Picard Medical Holdings, Inc., a Delaware corporation (formerly known as Altitude Acquisition Corp., the “Company”), Altitude Acquisition Holdco LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holders on the signature page hereto (each, a “Holder” and collectively, the “Holders”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • December 11th, 2023 • Altitude Acquisition Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of December 5, 2023 by and among Altitude Acquisition Corp., a Delaware Corporation (“Altitude” or the “Company”), Altitude Acquisition Holdco LLC (the “Sponsor”), and the undersigned investors (collectively, the “Investor”).
BUSINESS COMBINATION AGREEMENT by and among ALTITUDE ACQUISITION CORP., as Parent, ALTITUDE MERGER SUB I, INC., as Merger Sub, VESICOR THERAPEUTICS, INC., as the Company, Dated as of February 29, 2024Business Combination Agreement • March 1st, 2024 • Altitude Acquisition Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of February 29, 2024, by and among Altitude Acquisition Corp., a Delaware corporation (prior to the Effective Time, “Parent” and at and after the Effective Time, “PubCo”), Altitude Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”) and Vesicor Therapeutics, Inc., a California corporation (the “Company”).
MUTUAL TERMINATION AGREEMENT AND RELEASEMutual Termination Agreement • February 29th, 2024 • Altitude Acquisition Corp. • Orthopedic, prosthetic & surgical appliances & supplies
THIS MUTUAL TERMINATION AND RELEASE AGREEMENT (this “Termination Agreement”) is made and entered into as of February 23, 2024, by and among Altitude Acquisition Corp., a Delaware corporation (“Parent”), Altitude Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), Altitude Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”), Picard Medical, Inc., a Delaware corporation (the “Company”), and Hunniwell Picard I, LLC, a Delaware limited liability company (the “Stockholders’ Representative”, together with Parent, Merger Sub I, Merger Sub II and the Company, the “Parties” and each, a “Party”).
COMPANY SECURITYHOLDER SUPPORT AGREEMENTCompany Securityholder Support Agreement • April 24th, 2023 • Altitude Acquisition Corp. • Blank checks • Delaware
This COMPANY SECURITYHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 23, 2023, by and among Picard Medical, Inc., a Delaware corporation (the “Company”), Altitude Acquisition Corp., a Delaware corporation (the “Parent”), and the undersigned securityholders of the Company who hold Subject Shares (as defined below) (each, a “Company Securityholder”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Business Combination Agreement (as defined below).
NON-REDEMPTION AGREEMENTNon-Redeemtion Agreement • June 9th, 2022 • Altitude Acquisition Corp. • Blank checks • Delaware
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”).
ALTITUDE ACQUISITIONS CORP. Atlanta, GeorgiaAdministrative Services Agreement • December 11th, 2020 • Altitude Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Altitude Acquisitions Corp. (the “Company”) and Altitude Acquisition Holdco LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 24th, 2023 • Altitude Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [•], 2023, by and between the undersigned (the “Holder”), Altitude Acquisition Corp., a Delaware corporation (the “Parent”), and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit A hereto with Parent in order to become a “Holder” for purposes of this Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).
ALTITUDE ACQUISITIONS CORP. Atlanta, GeorgiaAdministrative Services Agreement • October 8th, 2020 • Altitude Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Altitude Acquisitions Corp. (the “Company”) and Altitude Acquisition Holdco LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 24th, 2023 • Altitude Acquisition Corp. • Blank checks • New York
This SPONSOR SUPPORT AGREEMENT (the “Agreement”) is dated as of April 23, 2023, by and among Picard Medical, Inc., a Delaware corporation (the “Company”), Altitude Acquisition Corp., a Delaware corporation (“Parent”), and Altitude Acquisition Holdco LLC, a Delaware limited liability company (“Sponsor” or “Shareholder”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • October 6th, 2022 • Altitude Acquisition Corp. • Blank checks • Delaware
THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of October 5, 2022, is made by and among Altitude Acquisition Corp., a Delaware corporation (the “Company”), Gary Teplis (“GT”), and the undersigned stockholder (the “Holder”).
