Exhibit 10.6


 


Surrender of Shares and 


Amendment No. 1 to the


Securities Subscription Agreement


 


This Surrender of Shares and Amendment No. 1 to the Securities
Subscription Agreement, dated March 9, 2021 (this “Agreement”), is made by and between AltC Acquisition
Corp., a Delaware corporation (the “Company”), and AltC Sponsor LLC, a Delaware limited liability company (the
 “Subscriber”).


 


WHEREAS,
the Company and the Subscriber have entered into that certain Securities Subscription Agreement, dated as of March 4, 2021
(the “Subscription Agreement”), pursuant to which the Subscriber subscribed for an aggregate of 43,125,000 shares
of Class B common stock, par value $0.0001 per share of the Company (“Class B Shares”), for an aggregate
purchase price of $25,000, and up to 5,625,000 of such Class B Shares are subject to complete or partial forfeiture by the
Subscriber if the underwriters of the Company’s initial public offering (the “IPO”) do not fully exercise
their over-allotment option as described therein;


 


WHEREAS,
the Subscriber desires to surrender for no consideration 14,375,000 Class B Shares, resulting in an aggregate of 28,750,000
Class B shares outstanding, up to 3,750,000 of which are intended to be subject to complete or partial forfeiture by the Subscriber
if the underwriters of the Company’s IPO do not fully exercise their over-allotment option as described in the Subscription
Agreement;


 


WHEREAS,
as a result of such surrender, the per-share purchase price will increase from approximately $0.0006 per share to $0.0009 per share;
and


 


WHEREAS,
the Company and the Subscriber desire to amend the Subscription Agreement to modify the number of Class B Shares subject to
forfeiture in connection with the IPO and the Subscriber desires to provide an irrevocable notice of surrender of certain Class B
Shares to the Company.


 


NOW,
THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


		1.	Surrender of Shares.



 


(a) The Subscriber hereby
irrevocably surrenders to the Company for no consideration 14,375,000 Class B Shares.


 


(b) The Subscriber confirms
that the Company has not, as at the date of this letter, issued any share certificates to it.


 


		2.	Amendment to Subscription Agreement. Section 3.1 of the Subscription Agreement is hereby amended by deleting the
phrase “5,625,000 Shares” in its entirety and by substituting in lieu thereof the phrase “3,750,000 Shares”.



 


		3.	Agreement Remains Effective. Except as modified herein or amended hereby, the terms and conditions contained in the
Subscription Agreement shall continue in full force and effect.



 


		4.	Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance
with and governed by the laws of New York applicable to contracts wholly performed within the borders of such state, without giving
effect to the conflict of law principles thereof.



 


		5.	Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of
reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.



 


		6.	Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be
considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were
an original thereof.



 




     


     


    

 


 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	ALTC ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Jay Taragin
	 	Name:	Jay Taragin
	 	Title:	Chief Financial Officer



 


ALTC SPONSOR LLC


 


	By:	/s/ Jay Taragin	 
	Name:	Jay Taragin	 
	Title:	Authorized Person	 



 


[Signature Page to Surrender of
Shares and


Amendment No. 1 to the Securities
Subscription Agreement]