REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2021 • Altitude Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Altitude Acquisition Corp. III, a Delaware corporation (the “Company”), Altitude Acquisition Holdco LLC III, 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”).
UNDERWRITING AGREEMENT between ALTITUDE ACQUISITION CORP. III and CANTOR FITZGERALD & CO. Dated: [ ], 2021 ALTITUDE ACQUISITION CORP. III UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2021 • Altitude Acquisition Corp. III • Blank checks • New York
The undersigned, Altitude Acquisition Corp. III, 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:
WARRANT AGREEMENTWarrant Agreement • March 22nd, 2021 • Altitude Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Altitude Acquisition Corp. III, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • March 22nd, 2021 • Altitude Acquisition Corp. III • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Altitude Acquisition Corp. III, a Delaware corporation (the “Company”), and (“Indemnitee”).
Altitude Acquisition Corp. III Atlanta, Georgia 30346 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 22nd, 2021 • Altitude Acquisition Corp. III • 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. III, 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 40,250,000 of the Company’s units (including up to 5,250,000 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-third 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 b
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 22nd, 2021 • Altitude Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Altitude Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Altitude Acquisition Corp. III 400 Perimeter Center Terrace Suite 151 Atlanta, Georgia 30346Altitude Acquisition Corp. III • February 12th, 2021 • Delaware
Altitude Acquisition Corp. III, a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by Altitude Acquisition Holdco LLC III, a Delaware limited liability company (“Subscriber” or “you”), to purchase 10,062,500 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 1,312,500 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:
Form of PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPurchase Agreement • March 22nd, 2021 • Altitude Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (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. III, a Delaware corporation (the “Company”), and Altitude Acquisition Holdco LLC III, a Delaware limited liability company (the “Purchaser”).
ALTITUDE ACQUISITIONS CORP. IIILetter Agreement • March 22nd, 2021 • Altitude Acquisition Corp. III • Blank checks
This letter agreement (this “Agreement”) by and among Altitude Acquisitions Corp. III (the “Company”) and Altitude Acquisition Holdco LLC III (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”):
