EX-10.1




 EXHIBIT 10.1 

NON-REDEMPTION AGREEMENT 

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”). 
 RECITALS 

WHEREAS, the Company is seeking stockholder approval to amend the Company’s Amended and Restated Certificate of Incorporation (as
amended, the “Charter”) to extend (the “Extension”) the date by which the Company must consummate an initial business combination from October 11, 2022 to April 11, 2023 (the
“Extended Date”); 
 WHEREAS, the Company intends to sign a letter of intent for a potential initial business
combination (“Proposed Business Combination”) and, if the Company proceeds with such Proposed Business Combination, it will seek stockholder approval of the Proposed Business Combination and related matters; and 

WHEREAS, in consideration of the Holder’s agreement hereunder to vote an aggregate of 223,124 shares of the Company’s Class A
common stock initially issued as part of the units sold by the Company in its initial public offering (“public shares”) held by it and/or its controlled affiliates as of the date hereof (collectively, the
“Holder’s Shares”) in favor of the Extension and not to redeem such public shares in connection with the Extension, GT wishes to pay to the Holder in cash a single payment of $66,937.20 by the Payment Date (as defined
below), which represents $0.05 per Holder’s Share per month through the Extended Date. 
 NOW, THEREFORE, in consideration of the
foregoing and the mutual acknowledgments, understandings, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company, GT, and Holder hereby agree
as follows: 
 1. Representations and Warranties of Holder. Holder represents and warrants that: 

(a) Holder and/or certain of its controlled affiliates beneficially own the Holder’s Shares. 

(b) If Holder is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute
and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such
concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver
and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Holder and, assuming due authorization and execution by each other party hereto,
constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’
rights generally and subject, as to enforceability, to general principles of equity. 
 (c) The execution and delivery of this Agreement by
Holder does not, and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or
the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each
case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement. 











 (d) As of the date of this Agreement, (i) there is no action, claim, suit, audit,
assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or
subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the
Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreement. 

2. Lock-up and Waiver of Redemption Rights. 

(a) Holder acknowledges that it has certain rights with respect to the redemption of the Holder’s Shares pursuant to the Charter and in
connection with the consummation of the Extension, the Proposed Business Combination or any other initial business combination. Solely with respect to the Extension, Holder covenants and agrees, for the benefit of the Company, that neither it nor
any of its controlled affiliates shall: 
 (i) directly or indirectly Transfer (other than to any fund or account managed by the same
investment manager as Holder; provided that as a condition to such Transfer, the transferee shall execute a joinder to this Agreement in the form attached as Exhibit A) any of the Holder’s Shares, or any voting or economic interest
therein, as of and following the date hereof through the approval of the Extension; or 
 (ii) exercise any redemption rights under the
Charter in connection with the consummation of the Extension with respect to the Holder’s Shares (the “Redemption Rights”). 

For the avoidance of doubt, nothing in this Section 2(a) or herein shall limit the Holder’s ability to Transfer or redeem the
Holder’s Shares after the approval of the Extension. Should the Holder Transfer or redeem the Holder’s Shares after such period, the Holder shall still be entitled to the single cash payment of $66,937.20 (the
“Payment”) by the Payment Date (as defined below). 
 (b) For purposes hereof, “Transfer”
shall mean the following: (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase
of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the United States
Securities and Exchange Commission (“SEC”) promulgated thereunder with respect to, any of the Holder’s Shares, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any of the Holder’s Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction
specified in clause (i) or (ii). 
 (c) Holder shall deliver such documentation as is reasonably requested by the Company or GT to
evidence that none of the Holder’s Shares have been transferred or redeemed prior to the Extension, and in the event of a breach of paragraph 2(a)(i) or 2(a)(ii) with respect to any Holder’s Shares (the “Transferred/Redeemed
Shares”), Holder, using its best efforts, unconditionally and irrevocably agrees to, or to cause one or more of its affiliates to, subscribe for and purchase, to the extent possible, from the Company or redeeming public stockholders (or
from its assignee(s) or designee(s)) either in its own capacity or via a broker, prior to the approval of the Extension a number of shares of Class A common stock of the Company equal to the number of such Transferred/Redeemed Shares, for a per
share purchase price equal to the amount to be received by public stockholders of the Company exercising their Redemption Rights in connection with the Extension. 

(d) The Company and GT acknowledge and agree that the Holder and/or its controlled affiliates may own additional public shares in excess of the
Holder’s Shares (the “Other Shares”) and that nothing herein shall restrict any rights of the Holder with respect to such Other Shares including, without limitation, the right to redeem, or to submit a request to the
Company’s transfer agent to redeem or otherwise exercise any right with respect to such Other Shares. 











 3. Agreement to Vote. Holder covenants and agrees that its controlled affiliates
shall: 
 (a) vote (or cause to be voted) or execute and deliver a written consent (or cause a written consent to be executed and delivered)
at any meeting of the stockholders of the Company, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, all of the Holder’s Shares
(i) in favor of the Extension, (ii) in favor of any proposal brought by the Company to adjourn the stockholder meeting called in connection with the Extension, (iii) against any proposal in opposition to approval of the Extension or
in competition with or inconsistent with the Extension, and (iv) against any proposal, action or agreement that would impede, frustrate, prevent or nullify any provision of this Agreement or the transactions contemplated hereby; and 

(b) with respect to the Extension, appear at any meeting of the stockholders of the Company, however called, or at any adjournment thereof, in
person or by proxy, or otherwise cause all of the Holder’s Shares to be counted as present thereat for purposes of establishing a quorum. 

4. Covenants of the Holder. Holder hereby agrees to permit the Company to publish and disclose Holder’s identity, ownership of
the Holder’s Shares and any Other Shares and the nature of Holder’s commitments, arrangements and understandings under this Agreement and a copy of this Agreement, in (i) the proxy materials filed by the Company with the SEC in
connection with the Extension and/or the Company’s initial business combination, (ii) any Form 8-K filed by the Company with the SEC in connection with the execution and delivery
of this Agreement, or the consummation of the Extension or in connection with the Company’s initial business combination, and (iii) any other documents or communications provided by the Company to any governmental authority or to the
Holder, in each case, to the extent required by the federal securities laws or the SEC or any other securities authorities. 

5. Payment of Consideration. 

(a) In consideration of the covenants of Holder set forth herein, within 45 calendar days from the date hereof (the “Payment
Date”), GT shall pay to the Holder the Payment. 
 (b) The obligations of the Company and GT pursuant to this paragraph 5 shall
be subject to the satisfaction or waiver by the Company and GT of the following conditions: (i) the Extension shall have occurred, (ii) all representations and warranties of the Holder contained in this Agreement shall be true and correct
in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of the date hereof, and (iii) the Holder shall have
performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the approval of the Extension. 

6. Miscellaneous. 

(a) Holder acknowledges that the Company and GT will rely on the representations, warranties, acknowledgments, understandings and agreements
contained in this Agreement. Holder agrees to promptly notify the Company and GT if any of the representations, warranties, acknowledgments, understandings or agreements set forth herein are no longer accurate in all material respects. 

(b) Each of the Company, GT, and the Holder is entitled to rely upon this Agreement and is irrevocably authorized to produce this Agreement or
a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. 

(c) Neither this Agreement nor any rights that may accrue to Holder hereunder may be transferred or assigned. Neither this Agreement nor any
rights that may accrue to the Company or GT hereunder may be transferred or assigned. 
 (d) This Agreement may not be modified, waived or
terminated except by an instrument in writing, signed by the party against whom enforcement of such modification, waiver, or termination is sought. 











 (e) This Agreement constitutes the entire agreement, and supersedes all other prior
agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. 

(f) Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs,
executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs,
executors, administrators, successors, legal representatives and permitted assigns. 
 (g) Holder acknowledges that the Company has
established a trust account containing the proceeds of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the “Trust Account”). Holder agrees that
(i) it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, and (ii) it shall have 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, in each case in connection with this Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection
with this Agreement or otherwise; provided, that such release and waiver of Claims shall not include any rights or claims of Holder or any of its controlled affiliates to seek redemption of (x) the Other Shares in connection with
the consummation of the Extension or (y) any of the Holder’s public shares in connection with the consummation of the Company’s initial business combination. In the event Holder has any Claim against the Company, Holder shall pursue
such Claim solely against the Company’s assets outside the Trust Account and not against the property or any monies in the Trust Account. Holder agrees and acknowledges that such waiver is material to this Agreement and has been specifically
relied upon by the Company to induce the Company to enter into this Agreement and Holder further intends and understands such waiver to be valid, binding and enforceable under applicable law. In the event Holder commences any action or proceeding
which seeks, in whole or in part, relief against the funds held in the Trust Account or distributions therefrom or any of the Company’s stockholders, whether in the form of monetary damages or injunctive relief, Holder shall be obligated to pay
to the Company all of its legal fees and costs reasonably incurred in connection with any such action in the event that the Company prevails in such action or proceeding. 

(h) If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. 
 (i) This
Agreement may be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered one and the same agreement and shall become effective when signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same counterpart. 
 (j) Holder shall pay all of its own expenses in
connection with this Agreement and the transactions contemplated hereby. 
 (k) Any notice or communication required or permitted
hereunder shall be in writing and either delivered personally, emailed, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (a) when so
delivered personally, (b) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (c) five (5) business days after the date of mailing to the address below or to such other address or addresses as such
person may hereafter designate by notice given hereunder: 
 (i) If to Holder, to such address or addresses set forth on the
signature page hereto;: 
 (ii) if to the Company or GT, to: 

Altitude Acquisition Corp 

400 Perimeter Center Terrace Suite 151 

Atlanta, GA 30346 

Attn: Gary Teplis 

Email: gary.teplis@teplis.com 











 with a required copy to (which copy shall not constitute notice): 

White & Case LLP 

1221 Avenue of the Americas 

New York, New York 10020 

Attention: Elliott Smith 

Chang-Do Gong 

James Hu 

Email: elliott.smith@whitecase.com 

cgong@whitecase.com 

james.hu@whitecase.com 

(l) The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in
the event that the parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or
otherwise breach such provisions. The parties acknowledge and agree that (i) the parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the
terms and provisions hereof, without proof of damages, this being in addition to any other remedy to which they are entitled under this Agreement, and (ii) the right of specific enforcement is an integral part of the transactions contemplated
by this Agreement and without that right, none of the parties would have entered into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have
an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement in accordance with this paragraph 6(l) shall not be required to provide any bond or other security in connection with any such injunction. 

(m) This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions
contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the
application of laws of another jurisdiction 
 (n) Any claim, action, suit, assessment, arbitration or proceeding based upon, arising out of
or related to this Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction, any federal or state court located in the State of
Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such claim, action, suit, assessment, arbitration or proceeding, waives any objection it may now or hereafter have to personal
jurisdiction, venue or to convenience of forum, agrees that all claims in respect of such claim, action, suit, assessment, arbitration or proceeding shall be heard and determined only in any such court, and agrees not to bring any claim, action,
suit, assessment, arbitration or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any
manner permitted by law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any claim, action, suit, assessment, arbitration or proceeding brought
pursuant to this paragraph 6(n). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

(o) Holder hereby covenants and agrees that, except for this Agreement, and with solely respect to the Extension, it (a) shall not enter
into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Holder’s Shares and (b) shall not grant at any time while this Agreement remains in effect a proxy, consent or power of
attorney with respect to the Holder’s Shares that is inconsistent with this Agreement. 











 (p) Nothing contained in this Agreement shall be deemed to vest in the Company or GT, or its
or their subsidiaries, any direct or indirect ownership or incidence of ownership of or with respect to the Holder’s Shares. All rights, ownership and economic benefits of and relating to the Holder’s Shares of the Holder shall remain
fully vested in and belong to the Holder, and none of the Company, GT, or its or their subsidiaries shall have no authority to direct the Holder in the voting or disposition of any of the Holder’s Shares, except as otherwise provided herein.

 (q) Holder hereby agrees that its representations, warranties and covenants set forth herein are solely for the benefit of the Company,
GT, and its or their subsidiaries in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder, including
the right to rely upon the representations and warranties set forth herein, and the parties hereto hereby further agree that this Agreement may only be enforced against, and any action that may be based upon, arise out of or relate to this
Agreement, or the negotiation, execution or performance of this Agreement may only be made against, the persons expressly named as parties hereto. 

(r) If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this
Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the laws governing this Agreement, they shall take any actions
necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that
is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties. 
 [Signature Page
Follows] 











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

			
	COMPANY:
	
	ALTITUDE ACQUISITION CORP.
	By:	 	 /s/ Gary Teplis

	Name:	 	Gary Teplis
	Title:	 	President and Chief Executive
		 	Officer


  

	
	GT:
	
	 /s/ Gary Teplis

	Gary Teplis


  

			
		 	HOLDER:
		
		 	 METEORA SPECIAL OPPORTUNITY FUND I, LP;
  

METEORA CAPITAL PARTNERS, LP; and
  

METEORA SELECT TRADING OPPORTUNITIES, LP

		
	By:	 	 /s/ Vikas Mittal

		 	Name: Vikas Mittal
		 	Title: CIO / Managing Member


  

			
	Address for Notices:	 	 1200 N Federal Hwy, Suite 200
 Boca Raton, FL
33432



 
			
		 	
                     




 
			
	Attention:	 	Vikas Mittal


 
			
	Email:	 	team@meteoracapital.com


  

									
	 Meteora Fund
	  	Shares	 	  	Payment	 
	 METEORA SPECIAL OPPORTUNITY FUND I, LP
	  	 	40,194	 	  	$	12,058.20	 
	 METEORA CAPITAL PARTNERS, LP
	  	 	64,056	 	  	$	19,216.80	 
	 METEORA SELECT TRADING OPPORTUNITIES, LP
	  	 	118,874	 	  	$	35,662.20	 
	 TOTAL
	  	 	223,124	 	  	$	66,937.20	 

 [Signature Page to Non-Redemption Agreement] 











 Exhibit A 

FORM OF JOINDER AGREEMENT 

This JOINDER, dated [                ], by and between
Altitude Acquisition Corp., a Delaware corporation (the “Company”), Gary Teplis, and the undersigned below, relates to that certain Non-Redemption Agreement dated as of
October 4, 2022 (the “Agreement”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. 

The undersigned hereby acknowledges receipt of the Agreement, attached hereto as Exhibit A, and agrees to become a
party thereto and to be bound thereby. In particular and without limitation, the undersigned acknowledges the details of its obligations and representations set forth in the Agreement, assumes all of the rights and obligations as set forth thereto
and agrees to be bound by the terms of the Agreement as if the undersigned were originally a party thereto. 
 IN WITNESS HEREOF, the
undersigned has executed this Joinder as of the date first set forth above. 
  

			
	By:	 	          

		 	Name:
		 	Title:


  

			
	Accepted and Agreed to:
	
	ALTITUDE ACQUISITION CORP.
		
	By:	 	          

		 	 Name:
 Title:

	
	  

	Gary Teplis