Picard Medical, Inc. entered into the letter of intent to acquire Altitude Acquisition Corp. (NasdaqCM:ALTU) from Altitude Acquisition Holdco LLC and others in a reverse merger transaction on December 8, 2022. Picard Medical, Inc. entered into an agreement to acquire Altitude Acquisition Corp. from Altitude Acquisition Holdco LLC and others in a reverse merger transaction for approximately $480 million on April 23, 2023. Each share of Picard Common Stock held by a Picard securityholder immediately prior to the First Effective Time (including shares issued upon conversion of Picard Preferred Stock and convertible notes, but not including dissenting shares) shall be automatically cancelled and converted into the right to receive a pro rata portion of an aggregate of 48,000,000 shares of common stock of New Picard. The proposed transaction values Picard Medical at an enterprise value of $480 million assuming no redemptions by Altitude Acquisition Corp. shareholders, and calls for the combined company to have at least $38 million in net cash at the time of closing. The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Picard (the ?First Merger?), with Picard surviving as a wholly-owned subsidiary of the Company (the ?Surviving Corporation?) Immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and Merger Sub II, with Merger Sub II surviving as the surviving entity (the ?Surviving Entity?, and such merger, the ?Second Merger? and, together with the First Merger, the ?Mergers?). Existing Picard Medical equity holders will roll 100% of their equity into the combined public company. Upon closing of the transaction, Altitude will be renamed Picard Medical Holdings, Inc. and is expected to remain listed on Nasdaq. In case of termination under certain circumstances, Altitude shall pay Picard a termination fee of $2,800,000 within seven calendar days following such termination.

The transaction has been unanimously approved by the boards of directors of Altitude and Picard Medical. The transaction is subject to the approval of the stockholders of Altitude and Picard Medical; required regulatory approvals; the effectiveness of the registration statement on Form S-4 to be filed with the U.S. Securities and Exchange Commission (SEC); applicable waiting period or consent or approval under the HSR Act shall have expired, been terminated or obtained; minimum cash requirements; New Picard Common Stock has been approved for listing on Nasdaq; the execution of the Registration Rights Agreement and the Lock-Up Agreement and other customary closing conditions. The transaction is expected to close in the third or fourth quarter of 2023. Proceeds from the transaction are expected to accelerate SynCardia?s international expansion, support its pursuit of FDA approval for long-term indications, and advance research & development of next generation products. As of May 9, 2023, Altitude Acquisition Corp. announced that its board of directors, upon request by Altitude?s sponsor, Altitude Acquisition Holdco LLC (the ?Sponsor?), has extended the date by which Altitude must consummate an initial business combination (the ?Deadline Date?) for an additional month, from May 11, 2023 to June 11, 2023. Altitude?s Amended and Restated Certificate of Incorporation, as amended (the ?Charter?), gives the Board the right to extend the Deadline Date, without further stockholder vote, up to eight times for an additional one month each time (each, an ?Extension?), from April 11, 2023 to up to December 11, 2023. On May 5, 2023, pursuant to the Charter and upon request from the Sponsor, the Board determined to implement a second Extension. As of June 6, 2023, Altitude Acquisition's board of directors has extended the date by which Altitude must consummate an initial business combination for an additional month, from June 11, 2023 to July 11, 2023. As of July 6, 2023, Altitude Acquisition's board of directors has extended the date by which Altitude must consummate an initial business combination for an additional month, from July 11, 2023 to August 11, 2023. On August 3, 2023, the board of directors of board of directors has elected to extend the date by which Altitude has to consummate a business combination from August 11, 2023 for an additional month to September 11, 2023, the fifth of eight potential one-month extensions of the Deadline Date available to Altitude. On September 6, 2023, Altitude Acquisition elected to extend the date by which Altitude has to consummate a business combination from September 11, 2023 for an additional month to October 11, 2023, the sixth of eight potential one-month extensions of the Deadline Date available to Altitude. As on October 6, 2023, Altitude Acquisition elected to extend the date by which Altitude has to consummate a business combination from October 11, 2023 for an additional month to November 11, 2023, the seventh of eight potential one-month extensions of the deadline date. As on November 3, 2023, Altitude Acquisition elected to extend the date by which Altitude has to consummate a business combination from November 11, 2023 for an additional month to December 11, 2023, the eighth of eight potential one-month extensions of the deadline date. As of January 11, 2024, Altitude Acquisition Corp. announced today that its board of directors (the ?Board?) has extended the date by which Altitude must consummate an initial business combination (the ?Deadline Date?) for an additional month, from January 11, 2024 to February 11, 2024. As of February 7, 2024, Altitude Acquisition Corp. announced today that its board of directors has extended the date by which Altitude must consummate an initial business combination (the ?Deadline Date?) for an additional month, from February 11, 2024 to March 11, 2024. The purpose of this monthly Extension is to provide Altitude with additional time to consummate the proposed business combination with Picard.

Elliot Smith, Bryan Luchs and Emilio Grandio of White & Case LLP and Ropes & Gray LLP acted as legal advisors and due diligence providers to Altitude. Michael J. Blankenship, Neely Agin, Chris Ferazzi, Dean Hinderliter, Tyler McGaughey of Winston & Strawn LLP acted as legal advisors and due diligence provider to Picard Medical. Altitude engaged Prager Metis CPAs, LLC to conduct financial due diligence on Picard. The Benchmark Company, LLC acted as financial advisor and fairness opinion provider to Altitude. Continental Stock Transfer & Trust Company acted as transfer agent to Altitude. Altitude has engaged Morrow Sodali to assist in the solicitation of proxies for the special meeting and agreed to pay Morrow Sodali a fee of $15,000, plus disbursements. Altitude has agreed to pay Benchmark for its services in connection with the Business Combination a cash fee equal to $275,000.

Picard Medical, Inc. cancelled the acquisition of Altitude Acquisition Corp. (NasdaqCM:ALTU) from Altitude Acquisition Holdco LLC and others in a reverse merger transaction on February 23, 2024. The Termination Agreement also provides that each other agreement among the parties relating to the Picard Business Combination Agreement is automatically terminated concurrently with the Termination, including, and without limitation, the support agreement entered into by Picard, the Company and the Company?s sponsor (the ? Sponsor Support Agreement ?) and the support agreement entered into by Picard, the Company and certain Picard stockholders (the ? Picard Support Agreement ?). The Termination Agreement also provides for a mutual release of claims among the parties and their affiliates, except for claims of fraud and willful breach. No party will be required to pay a termination fee as a result of the mutual decision to enter into the Termination Agreement.