EX-10.1




 Exhibit 10.1 

THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE
AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 
 AMENDED AND RESTATED PROMISSORY NOTE 

 

			
	 Principal Amount: Up to $1,000,000
	  	Dated as of August 11, 2022

 RECITALS 

WHEREAS, the Maker sold and issued a Promissory Note in the aggregate principal amount of $1,000,000 to the Payee on June 10, 2022 ( the
“Original Note”); and 
 WHEREAS, the Maker and the Payee desire to amend and restate the Original Note. 

NOW, THEREFORE, Maker and Payee agree as follows: 

Altimeter Growth Corp. 2, a Cayman Islands corporation and blank check company (the “Maker”), promises to pay to the order of
Altimeter Growth Holdings 2, a Cayman Islands limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of one million dollars ($1,000,000) or such lesser amount as
shall have been advanced by Payee to Maker prior to the closing of the Business Combination (as defined below) for working capital needs of Maker (each such advance as evidenced on Schedule I hereto, which shall be updated to reflect any
future advances under this Promissory Note after the date hereof), and shall remain unpaid under this Note at the closing of the Business Combination, in lawful money of the United States of America, on the terms and conditions described below. All
payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of
this Note. 
 1. Principal. The entire unpaid outstanding principal balance of this Note shall be repayable on the consummation of the
Maker’s merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). Payee understands that if a Business Combination
is not consummated, this Note will not be repaid and all amounts owed hereunder will be forgiven except to the extent that the Maker has funds available to it outside of its trust account established in connection with its initial public offering
(the “IPO”). Under no circumstances shall any individual, including but not limited to any officer, director employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

 2. Interest and Expenses. No interest shall accrue on the unpaid outstanding principal balance of this Note. Maker will reimburse
Payee for all costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees. 

3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum
due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note. 

4. Events of Default. The following shall constitute an event of default (“Event of Default”): 

(a) Failure to Make Required Payments. Failure by Maker to pay the outstanding principal amount due pursuant to this Note within five
(5) business days following the date when due. 
 (b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case
under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by
Maker in furtherance of any of the foregoing. 
 (c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court
having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official)
of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60
consecutive days. 











 5. Remedies. 

(a) Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note
to be due immediately and payable, whereupon the unpaid outstanding principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. 

(b) Upon the occurrence of an Event of Default specified in Sections 4(b) or 4(c), the unpaid outstanding principal balance of this Note, and
all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee. 

(c) Late payments shall accrue interest at a rate of 8% per annum, or such lesser rate as is permissible by law. 

6. Conversion. Upon the consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert the
principal balance of this Note, in whole or in part at the option of the Payee, into Class A Ordinary Shares of the Maker, par value $0.0001 (the “Shares”), at a price of $10.00 per Share. As promptly after notice by Payee to Maker to
convert the principal balance of this Note, which must be made at least 24 hours prior to the consummation of the Business Combination, as reasonably practicable and after Payee’s surrender of this Note, Maker shall have issued and delivered to
Payee, without any charge to Payee, in book-entry form or a certificate or certificates (issued in the name(s) requested by Payee) for the number of Shares of Maker issuable upon the conversion of this Note. 

7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of
dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or
future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or
extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order
desired by Payee. 
 8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time,
renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and
agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. 

9. Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in
writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided
to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be
designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by
facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail. 

10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICT OF LAW PROVISIONS THEREOF. 
 11. Severability. Any provision contained in this Note which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 
 12. Trust Waiver. Notwithstanding anything herein to
the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account in which the proceeds of the IPO conducted by the Maker (including the
deferred underwriters discounts and commissions) and the proceeds of the sale of the shares issued in a private placement that occurred prior to the consummation of the IPO are deposited, as described in greater detail in the registration statement
and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever. 

13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of
the Maker and the Payee. 
 14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made
by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. 

[Signature page follows] 











 IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note
to be duly executed by the undersigned as of the day and year first above written. 
  

			
	 ALTIMETER GROWTH CORP. 2
 a
Cayman Islands corporation

		
	By:	 	 /s/ Hab Siam

		 	Name: Hab Siam
		 	Title:   General Counsel


 Accepted and agreed the 11th day of August, 2022 

 

			
	 ALTIMETER GROWTH HOLDINGS 2

a Cayman Islands limited liability company

		
	By:	 	 /s/ Hab Siam

		 	Name: Hab Siam
		 	Title:   Manager

 [Signature Page to Promissory Note] 











 Schedule I 

Schedule of Advances (as of August 11, 2022) 
  

					
	 Date of Advance
	  	Amount Advanced
from Payee	 
	 Total Amount Advanced
	  			

 [Signature Page to Promissory Note]