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).
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (Common Stock), and one-half of one redeemable Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 13,050,000 warrants (or up to 15,007,500 warrants if the Over-allotment Option (as defined below) is exercised in full) to public investors in the Offering (the Public Warrants);
WHEREAS, the Company has entered into that certain Private Placement Warrants Purchase Agreement (the Sponsor Private Placement Warrants Purchase Agreement) with Altitude Acquisition Holdco LLC, a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor agreed to purchase an aggregate of up to 8,003,000 warrants simultaneously with the closing of the Offering bearing the legend set forth in Exhibit B hereto (the Private Placement Warrants) at a purchase price of $1.00 per Private Placement Warrant;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or the Companys officers and directors may, but are not obligated to, loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 warrants at a price of $1.00 per warrant (the Working Capital Warrants);
WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 333-249071 (the Registration Statement), and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, the Public Warrants and the Common Stock included in the Units;
WHEREAS, following consummation of the Offering, the Company may issue additional warrants (the Post-IPO Warrants and, together with the Private Placement Warrants, the Working Capital Warrants and the Public Warrants, the Warrants) in connection with, or following the consummation by the Company of, a Business Combination;
WHEREAS, each whole Warrant entitles the holder thereof to purchase one share of Common Stock for $11.50 per whole share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;