Exhibit
10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and
between Altitude Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock
Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-253050 (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering (the “Offering”)
of the Company’s units (the “Units”), each of which consists of one share of the Company’s
Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable
warrant, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald
& Co., as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS,
as described in the Prospectus, $200,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants
(as defined in the Underwriting Agreement) (or $230,000,000 if the Underwriters’ over-allotment option is exercised in full)
will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States
(the “Trust Account”) for the benefit of the Company and the holders of the Common Stock included in
the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently
earned thereon) is referred to herein as the “Property,” the stockholders for whose benefit the Trustee
shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders
and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $7,000,000, or up to $8,050,000 if the Underwriters’
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable
by the Company to the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below)
(the “Deferred Discount”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


		1.	Agreements
                                         and Covenants of Trustee. The Trustee hereby agrees and covenants to:



 


		(a)	Hold
                                         the Property in trust for the Beneficiaries in accordance with the terms of this Agreement
                                         in the Trust Account established by the Trustee in the United States at J.P. Morgan Chase
                                         Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of
                                         $100 billion or more) in the United States, maintained by the Trustee and at a brokerage
                                         institution selected by the Trustee that is reasonably satisfactory to the Company;



 


		(b)	Manage,
                                         supervise and administer the Trust Account subject to the terms and conditions set forth
                                         herein;



 


		(c)	In
                                                                                                                                                                                                                                    a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States
                                                                                                                                                                                                                                    government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a
                                                                                                                                                                                                                                    maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4)
                                                                                                                                                                                                                                    of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in
                                                                                                                                                                                                                                    direct U.S. government treasury obligations, as determined by the Company; it being understood that the Trust Account will
                                                                                                                                                                                                                                    earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may
                                                                                                                                                                                                                                    earn bank credits or other consideration;




 




     


     


    

 


		(d)	Collect
                                         and receive, when due, all interest or other income arising from the Property, which
                                         shall become part of the “Property,” as such term is used herein;



 


		(e)	Promptly
                                         notify the Company and the Representative of all communications received by the Trustee
                                         with respect to any Property requiring action by the Company;



 


		(f)	Supply
                                         any necessary information or documents as may be requested by the Company (or its authorized
                                         agents) in connection with the Company’s preparation of the tax returns relating
                                         to assets held in the Trust Account;



 


		(g)	Participate
                                         in any plan or proceeding for protecting or enforcing any right or interest arising from
                                         the Property if, as and when instructed by the Company to do so;



 


		(h)	Render
                                         to the Company monthly written statements of the activities of, and amounts in, the Trust
                                         Account reflecting all receipts and disbursements of the Trust Account;



 


		(i)	Commence
                                         liquidation of the Trust Account only after and promptly after (x) receipt of, and only
                                         in accordance with, the terms of a letter from the Company (“Termination
                                         Letter”) in a form substantially similar to that attached hereto as either
                                         Exhibit A or Exhibit B, as applicable, signed on behalf of the Company
                                         by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President,
                                         Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”)
                                         or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged
                                         and agreed to by the Representative, and complete the liquidation of the Trust Account
                                         and distribute the Property in the Trust Account, including interest earned on the funds
                                         held in the Trust Account (which interest shall be net of taxes payable and up to $100,000
                                         of such net interest to pay dissolution expenses), only as directed in the Termination
                                         Letter and the other documents referred to therein, or (y) upon the date which is, the
                                         later of (1) 24 months after the closing of the Offering and (2) such later date as may
                                         be approved by the Company’s stockholders in accordance with the Company’s
                                         amended and restated certificate of incorporation if a Termination Letter has not been
                                         received by the Trustee prior to such date, in which case the Trust Account shall be
                                         liquidated in accordance with the procedures set forth in the Termination Letter attached
                                         as Exhibit B and the Property in the Trust Account, including interest earned
                                         on the funds held in the Trust Account (which interest shall be net of taxes payable
                                         and up to $100,000 of such net interest to pay dissolution expenses), shall be distributed
                                         to the Public Stockholders of record as of such date;



 


		(j)	Upon
                                                                                                                                                                                                                                    written request from the Company, which may be given from time to time in a form substantially similar to that attached
                                                                                                                                                                                                                                    hereto as Exhibit C (a “Tax Payment or Withdrawal Instruction”), withdraw from the Trust
                                                                                                                                                                                                                                    Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax
                                                                                                                                                                                                                                    obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which
                                                                                                                                                                                                                                    amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the
                                                                                                                                                                                                                                    Company shall forward such payment to the relevant taxing authority, as applicable, so long as there is no reduction in the
                                                                                                                                                                                                                                    principal amount initially deposited in the Trust Account; provided, however, that to the extent there is not
                                                                                                                                                                                                                                    sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust
                                                                                                                                                                                                                                    Account as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed that any
                                                                                                                                                                                                                                    such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written
                                                                                                                                                                                                                                    request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and
                                                                                                                                                                                                                                    the Trustee shall have no responsibility to look beyond said request;




 




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		(k)	Upon
                                         written request from the Company, which may be given from time to time in a form substantially
                                         similar to that attached hereto as Exhibit D (a “Stockholder Redemption
                                         Withdrawal Instruction”), the Trustee shall distribute on behalf of the
                                         Company the amount requested by the Company to be used to redeem shares of Common Stock
                                         from Public Stockholders properly submitted in connection with a stockholder vote to
                                         approve an amendment to the Company’s amended and restated certificate of incorporation
                                         to modify the substance or timing of the Company’s obligation to redeem 100% of
                                         shares of Common Stock included in the Units sold in the Offering (the “public
                                         shares”) if the Company has not consummated an initial Business Combination
                                         within such time as is described in the Company’s amended and restated certificate
                                         of incorporation or with respect to any other material provisions relating to stockholders’
                                         rights or pre-initial Business Combination activity. The written request of the Company
                                         referenced above shall constitute presumptive evidence that the Company is entitled to
                                         distribute said funds, and the Trustee shall have no responsibility to look beyond said
                                         request; and



 


		(l)	Not
                                         make any withdrawals or distributions from the Trust Account other than pursuant to Section
                                         1(i), (j) or (k) above.



 


		2.	Agreements
                                         and Covenants of the Company. The Company hereby agrees and covenants to:



 


		(a)	Give
                                         all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman
                                         of the Board, Chief Executive Officer, Chief Financial Officer, President, Executive
                                         Vice President, Vice President or Secretary. In addition, except with respect to its
                                         duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall
                                         be entitled to rely on, and shall be protected in relying on, any verbal or telephonic
                                         advice or instruction which it, in good faith and with reasonable care, believes to be
                                         given by any one of the persons authorized above to give written instructions, provided
                                         that the Company shall promptly confirm such instructions in writing;



 


		(b)	Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder,
or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross
negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld.
The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent
shall not be unreasonably withheld. The Company may participate in such action with its own counsel;




 




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		(c)	Pay
                                         the Trustee the fees set forth on Schedule A hereto, including an initial acceptance
                                         fee, annual administration fee, and transaction processing fee which fees shall be subject
                                         to modification by the parties from time to time. It is expressly understood that the
                                         Property shall not be used to pay such fees unless and until it is distributed to the
                                         Company pursuant to Sections 1(i) through 1(j) hereof. The Company shall
                                         pay the Trustee the initial acceptance fee and the first annual administration fee at
                                         the consummation of the Offering. The Company shall not be responsible for any other
                                         fees or charges of the Trustee except as set forth in this Section 2(c), Schedule
                                         A and as may be provided in Section 2(b) hereof;



 


		(d)	In
                                         connection with any vote of the Company’s stockholders regarding a merger, capital
                                         stock exchange, asset acquisition, stock purchase, reorganization or similar business
                                         combination involving the Company and one or more businesses (the “Business
                                         Combination”), provide to the Trustee an affidavit or certificate of the
                                         inspector of elections for the stockholder meeting verifying the vote of such stockholders
                                         regarding such Business Combination;



 


		(e)	Provide
                                         the Representative with a copy of any Termination Letter(s) and/or any other correspondence
                                         that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account
                                         promptly after it issues the same;



 


		(f)	Unless
                                         otherwise agreed between the Company and the Representative, ensure that any Instruction
                                         Letter (as defined in Exhibit A) delivered in connection with a Termination Letter
                                         in the form of Exhibit A expressly provides that the Deferred Discount is paid
                                         directly to the account or accounts directed by the Representative on behalf of the Underwriters
                                         prior to any transfer of the funds held in the Trust Account to the Company or any other
                                         person;



 


		(g)	Instruct
                                         the Trustee to make only those distributions that are permitted under this Agreement,
                                         and refrain from instructing the Trustee to make any distributions that are not permitted
                                         under this Agreement; and



 


		(h)	Within
                                         four (4) business days after the Underwriters exercise the over-allotment option (or
                                         any unexercised portion thereof) or such over-allotment option expires, provide the Trustee
                                         with a notice in writing of the total amount of the Deferred Discount.



 


		3.	Limitations
                                         of Liability. The Trustee shall have no responsibility or liability to:



 


		(a)	Imply
                                         obligations, perform duties, inquire or otherwise be subject to the provisions of any
                                         agreement or document other than this Agreement and that which is expressly set forth
                                         herein;



 


		(b)	Take
                                         any action with respect to the Property, other than as directed in Section 1 hereof,
                                         and the Trustee shall have no liability to any third party except for liability arising
                                         out of the Trustee’s gross negligence, fraud or willful misconduct;



 


		(c)	Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;




 




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		(d)	Refund
                                         any depreciation in principal of any Property;



 


		(e)	Assume
                                         that the authority of any person designated by the Company to give instructions hereunder
                                         shall not be continuing unless provided otherwise in such designation, or unless the
                                         Company shall have delivered a written revocation of such authority to the Trustee;



 


		(f)	The
                                         other parties hereto or to anyone else for any action taken or omitted by it, or any
                                         action suffered by it to be taken or omitted, in good faith and in the Trustee’s
                                         best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
                                         The Trustee may rely conclusively and shall be protected in acting upon any order, notice,
                                         demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee,
                                         which counsel may be the Company’s counsel), statement, instrument, report or other
                                         paper or document (not only as to its due execution and the validity and effectiveness
                                         of its provisions, but also as to the truth and acceptability of any information therein
                                         contained) which the Trustee believes, in good faith and with reasonable care, to be
                                         genuine and to be signed or presented by the proper person or persons. The Trustee shall
                                         not be bound by any notice or demand, or any waiver, modification, termination or rescission
                                         of this Agreement or any of the terms hereof, unless evidenced by a written instrument
                                         delivered to the Trustee, signed by the proper party or parties and, if the duties or
                                         rights of the Trustee are affected, unless it shall give its prior written consent thereto;



 


		(g)	Verify
                                         the accuracy of the information contained in the Registration Statement;



 


		(h)	Provide
                                         any assurance that any Business Combination entered into by the Company or any other
                                         action taken by the Company is as contemplated by the Registration Statement;



 


		(i)	File
                                         information returns with respect to the Trust Account with any local, state or federal
                                         taxing authority or provide periodic written statements to the Company documenting the
                                         taxes payable by the Company, if any, relating to any interest income earned on the Property;



 


		(j)	Prepare,
                                         execute and file tax reports, income or other tax returns and pay any taxes with respect
                                         to any income generated by, and activities relating to, the Trust Account, regardless
                                         of whether such tax is payable by the Trust Account or the Company, including, but not
                                         limited to, tax obligations, except pursuant to Section 1(j) hereof; or



 


		(k)	Verify
                                         calculations, qualify or otherwise approve the Company’s written requests for distributions
                                         pursuant to Sections 1(i), 1(j) or 1(k) hereof.



 




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		4.	Trust
                                         Account Waiver. The Trustee has 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, and hereby irrevocably waives any Claim to, or to any monies in, the Trust
                                         Account that it may have now or in the future. In the event the Trustee has any Claim
                                         against the Company under this Agreement, including, without limitation, under Section
                                         2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company
                                         and its assets outside the Trust Account and not against the Property or any monies in
                                         the Trust Account.



 


		5.	Termination.
                                         This Agreement shall terminate as follows:



 


		(a)	If
                                         the Trustee gives written notice to the Company that it desires to resign under this
                                         Agreement, the Company shall use its reasonable efforts to locate a successor trustee,
                                         pending which the Trustee shall continue to act in accordance with this Agreement. At
                                         such time that the Company notifies the Trustee that a successor trustee has been appointed
                                         and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer
                                         the management of the Trust Account to the successor trustee, including but not limited
                                         to the transfer of copies of the reports and statements relating to the Trust Account,
                                         whereupon this Agreement shall terminate; provided, however, that in the
                                         event that the Company does not locate a successor trustee within ninety (90) days of
                                         receipt of the resignation notice from the Trustee, the Trustee may submit an application
                                         to have the Property deposited with any court in the State of New York or with the United
                                         States District Court for the Southern District of New York and upon such deposit, the
                                         Trustee shall be immune from any liability whatsoever; or



 


		(b)	At
                                         such time that the Trustee has completed the liquidation of the Trust Account and its
                                         obligations in accordance with the provisions of Section 1(i) hereof and distributed
                                         the Property in accordance with the provisions of the Termination Letter, this Agreement
                                         shall terminate except with respect to Section 2(b).



 


		6.	Miscellaneous.



 


		(a)	The
                                         Company and the Trustee each acknowledge that the Trustee will follow the security procedures
                                         set forth below with respect to funds transferred from the Trust Account. The Company
                                         and the Trustee will each restrict access to confidential information relating to such
                                         security procedures to authorized persons. Each party must notify the other party immediately
                                         if it has reason to believe unauthorized persons may have obtained access to such confidential
                                         information, or of any change in its authorized personnel. In executing funds transfers,
                                         the Trustee shall rely upon all information supplied to it by the Company, including,
                                         account names, account numbers, and all other identifying information relating to a Beneficiary,
                                         Beneficiary’s bank or intermediary bank. Except for any liability arising out of
                                         the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall
                                         not be liable for any loss, liability or expense resulting from any error in the information
                                         or transmission of the funds.



 


		(b)	This
                                         Agreement shall be governed by and construed and enforced in accordance with the laws
                                         of the State of New York. This Agreement may be executed in several original or facsimile
                                         counterparts, each one of which shall constitute an original, and together shall constitute
                                         but one instrument.



 


		(c)	This
                                                                                                                                                                                                                                    Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
                                                                                                                                                                                                                                    Subject to Section 6(d) hereof, this Agreement or any provision hereof may only be changed, amended or modified (other than
                                                                                                                                                                                                                                    to correct a typographical error) by a writing signed by each of the parties hereto; provided, however, that no such change,
                                                                                                                                                                                                                                    amendment or modification to Section 1(i), 2(f) or Exhibit A may be made without the prior written consent of the
                                                                                                                                                                                                                                    Representative.




 




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		(d)	This
                                         Agreement or any provision hereof may only be changed, amended or modified pursuant to
                                         Section 6(c) hereof with the Consent of the Stockholders. For purposes of this Section
                                         6(d), the “Consent of the Stockholders” means receipt by the Trustee of a
                                         certificate from the inspector of elections of the stockholder meeting certifying that
                                         the Company’s stockholders of record as of a record date established in accordance
                                         with Section 213(a) of the Delaware General Corporation Law, as amended (“DGCL”)
                                         (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding
                                         shares of the Common Stock and Class B common stock, par value $0.0001 per share, of
                                         the Company voting together as a single class, have voted in favor of such change, amendment
                                         or modification. No such amendment will affect any Public Stockholder who has otherwise
                                         indicated his election to redeem his shares of Common Stock in connection with a stockholder
                                         vote sought to amend this Agreement to modify the substance or timing of the Company’s
                                         obligation to redeem 100% of the Common Stock if the Company does not complete its initial
                                         Business Combination within the time frame specified in the Company’s amended and
                                         restated certificate of incorporation. Except for any liability arising out of the Trustee’s
                                         gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the
                                         certification from the inspector or elections referenced above and shall be relieved
                                         of all liability to any party for executing the proposed amendment in reliance thereon.



 


		(e)	The
                                         parties hereto consent to the jurisdiction and venue of any state or federal court located
                                         in the City of New York, State of New York, for purposes of resolving any disputes hereunder.
                                         AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH
                                         PARTY WAIVES THE RIGHT TO TRIAL BY JURY.



 


		(f)	Any
                                         notice, consent or request to be given in connection with any of the terms or provisions
                                         of this Agreement shall be in writing and shall be sent by express mail or similar private
                                         courier service, by certified mail (return receipt requested), by hand delivery or by
                                         electronic mail:



 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


		Attn:	Francis
Wolf



		Celeste	Gonzalez



		Christopher	Martinez



		Brian	Murphy



Email:
fwolf@continentalstock.com


Email:
cgonzalez@continentalstock.com


Email:
cmartinez@continentalstock.com


Email:
bmurphy@continentalstock.com


 


if
to the Company, to:


 


Altitude
Acquisition Corp. II


400
Perimeter Center Terrace Suite 151


 




    7


     


    

 


Atlanta,
Georgia 30346


Attn:
Gary Teplis


Email:
gary.teplis@teplis.com


 


in
each case, with copies to:


 


White
& Case LLP


1221
Avenue of the Americas


New
York, New York 10020


Attn:
Joel L. Rubinstein


Email:
joel.rubinstein@whitecase.com


 


and


 


Cantor
Fitzgerald & Co.


110
East 59th Street


New
York, New York 10022


Attention:
General Counsel


 


and


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, NY 10105


Attn.:
Stuart Neuhauser


Email:
sneuhauser@egsllp.com


 


		(g)	Each
                                         of the Company and the Trustee hereby represents that it has the full right and power
                                         and has been duly authorized to enter into this Agreement and to perform its respective
                                         obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
                                         not make any claims or proceed against the Trust Account, including by way of set-off,
                                         and shall not be entitled to any funds in the Trust Account under any circumstance.



 


		(h)	This
                                         Agreement is the joint product of the Trustee and the Company and each provision hereof
                                         has been subject to the mutual consultation, negotiation and agreement of such parties
                                         and shall not be construed for or against any party hereto.



 


		(i)	This
                                         Agreement may be executed in any number of counterparts, each of which shall be deemed
                                         to be an original, but all such counterparts shall together constitute one and the same
                                         instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
                                         transmission shall constitute valid and sufficient delivery thereof.



 


		(j)	Each
                                         of the Company and the Trustee hereby acknowledges and agrees that the Representative
                                         on behalf of the Underwriters is a third-party beneficiary of this Agreement.



 


		(k)	Except
                                         as specified herein, no party to this Agreement may assign its rights or delegate its
                                         obligations hereunder to any other person or entity.



 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	ALTITUDE
    ACQUISITION CORP. II
	 	 	 	 
	 	By:	 
	 	 	Name:	Gary Teplis
	 	 	Title:	President, Chief Executive
    Officer and Director



 


[Signature
Page to Investment Management Trust Agreement]


 




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Schedule
A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	3,500.00	 
	Trustee administration fee	 	Payable annually.  First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1 and 2	 	Billed to Company following disbursement made to Company under Section 1 and 2	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 



 




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Exhibit
A


 


[Letterhead of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


	Attn:	Francis
Wolf



Celeste
Gonzalez


Christopher
Martinez


Brian
Murphy


 


Re:
Trust Account No. Termination Letter


 


Dear
Mr. Wolf, Ms. Gonzalez, Mr. Martinez and Mr. Murphy:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Altitude Acquisition Corp. II (the “Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of, 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with (the “Target
Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or
such shorter period as you may agree) of the consummation of the Business Combination (the “Consummation Date”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust
Account and to transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on
the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or
accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of
the Underwriters (with respect to the Deferred Discount)).


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has
been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the
“Notification”), and (ii) the Company shall deliver to you (a) a certificate by the Chief Executive
Officer, Chief Financial Officer, Co-Executive Chairman or Vice Chairman, which verifies that the Business Combination has been
approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company
and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed
to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount directly to the
account or accounts directed by the Representative from the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in
the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the
Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed
expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 




    11


     


    

 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust
Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 	 
	 	Altitude Acquisition Corp. II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Agreed and acknowledged by:	 
	 	 	 
	Cantor Fitzgerald & Co.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 



    12


     


    

 


Exhibit
B


 


[Letterhead of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


	Attn:	Francis
Wolf



Celeste
Gonzalez


Christopher
Martinez


Brian
Murphy


 


Re:
Trust Account No. Termination Letter


 


Dear
Mr. Wolf, Ms. Gonzalez, Mr. Martinez and Mr. Murphy:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Altitude Acquisition Corp. II (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of, 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target
Business (the “Business Combination”) within the time frame specified in the Company’s Amended
and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Operating
Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution
to the Public Stockholders. The Company has selected (1) as the effective date for the purpose of determining when the Public
Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and,
in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders
in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating
the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in
Section 1(i) of the Trust Agreement.


 





	 	Very truly yours,
	 	 	 
	 	Altitude Acquisition Corp. II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:
Cantor Fitzgerald & Co.


 


	(1)	24
                                         months from the closing of the Offering or such later date as may be approved by the
                                         Company’s stockholders in accordance with the Company’s amended and restated
                                         certificate of incorporation.



 




    13


     


    

 


Exhibit
C


 


[Letterhead of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


	Attn:	Francis
Wolf



Celeste
Gonzalez


Christopher
Martinez


Brian
Murphy


 


Re:
Trust Account No. Tax Payment or Working Capital Withdrawal Instruction


 


Dear
Mr. Wolf, Ms. Gonzalez, Mr. Martinez and Mr. Murphy:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Altitude Acquisition Corp. II (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $ of the interest income earned on the
Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance
with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly
upon your receipt of this letter to the Company’s operating account at:


 


	[WIRE INSTRUCTION INFORMATION]
	 	 	 
	 	Very truly yours,
	 	 	 
	 	Altitude Acquisition Corp. II
	 	 	 
	 	By:	 
	 		Name:
	 		Title:



 


cc:
Cantor Fitzgerald & Co.


 




    14


     


    

 


Exhibit
D


 


[Letterhead of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


	Attn:	Francis
Wolf



Celeste
Gonzalez


Christopher
Martinez


Brian
Murphy


 


Re:
Trust Account No. Stockholder Redemption Withdrawal Instruction


 


Dear
Mr. Wolf, Ms. Gonzalez, Mr. Martinez and Mr. Murphy:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Altitude Acquisition Corp. II (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $
of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf
of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed
by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate
of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of public shares of Common
Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s
amended and restated certificate of incorporation or with respect to any other material provisions relating to stockholders’
rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer)
such funds promptly upon your receipt of this letter to a segregated account held by you on behalf of the Beneficiaries.


 


	 	Very truly yours,
	 	 	 
	 	Altitude Acquisition Corp. II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


cc:
Cantor Fitzgerald & Co.


 


 


15