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| #!/usr/bin/python | |
| # -*- coding: utf-8 -*- | |
| import tensorflow as tf | |
| import gradio as gr | |
| import pandas as pd | |
| import re | |
| import ast | |
| import spacy | |
| import nltk | |
| nltk.download('punkt') | |
| from nltk.tokenize import sent_tokenize | |
| from transformers import AutoTokenizer, \ | |
| TFAutoModelForSequenceClassification | |
| import numpy as np | |
| def make_prediction(contract): | |
| if contract is list: | |
| contract=contract[0] | |
| tokenizer = AutoTokenizer.from_pretrained('roberta-base') | |
| final_model = TFAutoModelForSequenceClassification.from_pretrained('ullasmrnva/LawBerta') | |
| contract_df = pd.DataFrame() | |
| contract_df = contract_df.append({'contracts': contract}, | |
| ignore_index=True) | |
| contract_sentences_df = contract_df['contracts' | |
| ].apply(sent_tokenize).reset_index()['contracts' | |
| ].explode().to_frame().rename(columns={'contracts': 'sentences' | |
| }).reset_index() | |
| input = [np.array(tokenizer(list(contract_sentences_df.sentences), | |
| truncation=True, max_length=100, padding='max_length' | |
| ).input_ids)] | |
| y_pred = np.argmax(final_model.predict(input)[0], axis=1) | |
| clause_map = { | |
| 0: 'Affiliate License-Licensee', | |
| 1: 'Affiliate License-Licensor', | |
| 2: 'Anti-Assignment', | |
| 3: 'Audit Rights', | |
| 4: 'Cap On Liability', | |
| 5: 'Change Of Control', | |
| 6: 'Competitive Restriction Exception', | |
| 7: 'Covenant Not To Sue', | |
| 8: 'Exclusivity', | |
| 9: 'Insurance', | |
| 10: 'Ip Ownership Assignment', | |
| 11: 'Irrevocable Or Perpetual License', | |
| 12: 'Joint Ip Ownership', | |
| 13: 'License Grant', | |
| 14: 'Liquidated Damages', | |
| 15: 'Minimum Commitment', | |
| 16: 'Most Favored Nation', | |
| 17: 'No Clause', | |
| 18: 'No-Solicit Of Customers', | |
| 19: 'No-Solicit Of Employees', | |
| 20: 'Non-Compete', | |
| 21: 'Non-Disparagement', | |
| 22: 'Non-Transferable License', | |
| 23: 'Post-Termination Services', | |
| 24: 'Price Restrictions', | |
| 25: 'Revenue/Profit Sharing', | |
| 26: 'Rofr/Rofo/Rofn', | |
| 27: 'Source Code Escrow', | |
| 28: 'Termination For Convenience', | |
| 29: 'Third Party Beneficiary', | |
| 30: 'Uncapped Liability', | |
| 31: 'Unlimited/All-You-Can-Eat-License', | |
| 32: 'Volume Restriction', | |
| 33: 'Warranty Duration', | |
| } | |
| final_df = contract_sentences_df[y_pred != 17][['sentences']] | |
| final_df['clause'] = np.array([clause_map[x] for x in y_pred[y_pred | |
| != 17]]) | |
| output_sentences = [] | |
| clauses_found=[] | |
| for i in [ | |
| 'License Grant', | |
| 'Audit Rights', | |
| 'Non-Disparagement', | |
| 'Cap On Liability', | |
| 'Anti-Assignment', | |
| 'Minimum Commitment', | |
| 'Most Favored Nation', | |
| 'Unlimited/All-You-Can-Eat-License', | |
| 'Revenue/Profit Sharing', | |
| 'Uncapped Liability', | |
| 'Termination For Convenience', | |
| 'Exclusivity', | |
| 'Change Of Control', | |
| 'Rofr/Rofo/Rofn', | |
| 'Irrevocable Or Perpetual License', | |
| 'Competitive Restriction Exception', | |
| 'Price Restrictions', | |
| 'Covenant Not To Sue', | |
| 'Volume Restriction', | |
| 'Joint Ip Ownership', | |
| 'Post-Termination Services', | |
| 'Ip Ownership Assignment', | |
| 'Non-Compete', | |
| 'Insurance', | |
| 'Affiliate License-Licensor', | |
| 'Affiliate License-Licensee', | |
| 'Non-Transferable License', | |
| 'No-Solicit Of Customers', | |
| 'Warranty Duration', | |
| 'No-Solicit Of Employees', | |
| 'Liquidated Damages', | |
| 'Third Party Beneficiary', | |
| 'Source Code Escrow', | |
| ]: | |
| clause=final_df[final_df['clause']== i]['sentences'].str.cat(sep='***\n\n***') | |
| if clause!='': | |
| print(i) | |
| clauses_found.append(i) | |
| output_sentences.append(clause) | |
| found='' | |
| if len(clauses_found)==0: | |
| found='None' | |
| else: | |
| found=', '.join(clauses_found) | |
| return [found]+output_sentences | |
| gr.Interface(fn=make_prediction, inputs=gr.Textbox(placeholder="In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940...\nPlease see example below."),\ | |
| outputs=[gr.Textbox(label='Clauses Found:'), gr.Textbox(label='License Grant'),\ | |
| gr.Textbox(label='Audit Rights'),\ | |
| gr.Textbox(label='Non-Disparagement'),\ | |
| gr.Textbox(label='Cap On Liability'),\ | |
| gr.Textbox(label='Anti-Assignment'),\ | |
| gr.Textbox(label='Minimum Commitment'),\ | |
| gr.Textbox(label='Most Favored Nation'),\ | |
| gr.Textbox(label='Unlimited/All-You-Can-Eat-License'),\ | |
| gr.Textbox(label='Revenue/Profit Sharing'),\ | |
| gr.Textbox(label='Uncapped Liability'),\ | |
| gr.Textbox(label='Termination For Convenience'),\ | |
| gr.Textbox(label='Exclusivity'),\ | |
| gr.Textbox(label='Change Of Control'),\ | |
| gr.Textbox(label='Rofr/Rofo/Rofn'),\ | |
| gr.Textbox(label='Irrevocable Or Perpetual License'),\ | |
| gr.Textbox(label='Competitive Restriction Exception'),\ | |
| gr.Textbox(label='Price Restrictions'),\ | |
| gr.Textbox(label='Covenant Not To Sue'),\ | |
| gr.Textbox(label='Volume Restriction'),\ | |
| gr.Textbox(label='Joint Ip Ownership'),\ | |
| gr.Textbox(label='Post-Termination Services'),\ | |
| gr.Textbox(label='Ip Ownership Assignment'),\ | |
| gr.Textbox(label='Non-Compete'),\ | |
| gr.Textbox(label='Insurance'),\ | |
| gr.Textbox(label='Affiliate License-Licensor'),\ | |
| gr.Textbox(label='Affiliate License-Licensee'),\ | |
| gr.Textbox(label='Non-Transferable License'),\ | |
| gr.Textbox(label='No-Solicit Of Customers'),\ | |
| gr.Textbox(label='Warranty Duration'),\ | |
| gr.Textbox(label='No-Solicit Of Employees'),\ | |
| gr.Textbox(label='Liquidated Damages'),\ | |
| gr.Textbox(label='Third Party Beneficiary'),\ | |
| gr.Textbox(label='Source Code Escrow')], examples=["""-------------------------------------------------------------------------------- | |
| Exhibit 10.2 | |
| INVESTMENT MANAGEMENT TRUST AGREEMENT | |
| This Investment Management Trust Agreement (this “Agreement”) is made effective | |
| as of September 30, 2020 by and between Altimeter Growth Corp., a Cayman Islands | |
| exempted company (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. 333-248762 | |
| (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial | |
| public offering of the Company’s units (the “Units”), each of which consists of | |
| one of the Company’s Class A ordinary shares, par value $0.0001 per share (the | |
| “Ordinary Shares”), and a fraction of one redeemable warrant, each whole warrant | |
| entitling the holder thereof to purchase one Ordinary Share (such initial public | |
| offering hereinafter referred to as the “Offering”), 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 Citigroup Global Markets Inc., Goldman Sachs & | |
| Co. LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) | |
| to the several underwriters (the “Underwriters”) named therein; and | |
| WHEREAS, as described in the Prospectus, $450,000,000 of the gross proceeds of | |
| the Offering and sale of the Private Placement Warrants (as defined in the | |
| Underwriting Agreement) (or $500,000,000 if the Underwriters’ option to purchase | |
| additional units 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 Ordinary Shares 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 shareholders for whose benefit the Trustee shall hold the Property will be | |
| referred to as the “Public Shareholders,” and the Public Shareholders and the | |
| Company will be referred to together as the “Beneficiaries”); and | |
| WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal | |
| to $15,750,000, or $17,500,000 if the Underwriters’ option to purchase | |
| additional units is exercised in full, is attributable to deferred underwriting | |
| discounts and commissions that will be payable by the Company to the | |
| Underwriters upon 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) 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 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; the Trustee may not invest in any other securities or assets, 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 principal, 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, President, Chief Operating Officer or other | |
| authorized officer of the Company, 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 and not previously released to us | |
| to pay our income taxes (less up to $100,000 of 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 (or 27 months from the closing of Offering if | |
| the Company has executed a letter of intent, agreement in principle or | |
| definitive agreement for a Business Combination within 24 months from the | |
| closing of Offering but has not completed a Business Combination within such 24 | |
| month period) and (2) such later date as may be approved by the Company’s | |
| shareholders in accordance with the Company’s amended and restated memorandum | |
| and articles of association, 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 and not previously released to the | |
| Company to pay its income taxes (less up to $100,000 of interest to pay | |
| dissolution expenses), shall be distributed to the Public Shareholders of record | |
| as of such date It is acknowledged and agreed that there should be no reduction | |
| in the principal amount per share initially deposited in the Trust Account; | |
| (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 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, so long as there is no reduction in the principal | |
| amount per share 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; | |
| (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 | |
| “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute | |
| to the remitting brokers on behalf of Public Shareholders redeeming Ordinary | |
| Shares the amount required to pay redeemed Ordinary Shares from Public | |
| Shareholders pursuant to the Company’s amended and restated memorandum and | |
| articles of association; 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 Chief Executive Officer, President, Chief Operating Officer or other | |
| authorized officer of the Company. In addition, except with respect to its | |
| duties under Sections 1(i), (j) or (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; | |
| (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(k) 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) and as may be provided in | |
| Section 2(b) hereof; | |
| (d) In connection with any vote of the Company’s shareholders regarding a | |
| merger, share exchange, asset acquisition, share 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 shareholder meeting verifying the vote of | |
| such shareholders 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; | |
| (h) If the Company seeks to amend any provisions of its amended and restated | |
| memorandum and articles of association (A) to modify the substance or timing of | |
| the Company’s obligation to provide holders of the Ordinary Shares the right to | |
| have their shares redeemed in connection with the Company’s initial Business | |
| Combination or to redeem 100% of the Ordinary Shares if the Company does not | |
| complete its initial Business Combination within the time period set forth | |
| therein or (B) with respect to any other provision relating to the rights of | |
| holders of the Ordinary Shares (in each case, an “Amendment”), the Company will | |
| provide the Trustee with a letter (an “Amendment Notification Letter”) in the | |
| form of Exhibit D providing instructions for the distribution of funds to Public | |
| Shareholders who exercise their redemption option in connection with such | |
| Amendment; and | |
| (i) Within five (5) business days after the Underwriters exercise their option | |
| to purchase additional units (or any unexercised portion thereof) or such option | |
| to purchase additional units 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 written | |
| 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; | |
| (d) Change the investment of any Property, other than in compliance with Section | |
| 1 hereof; | |
| (e) Refund any depreciation in principal of any Property; | |
| (f) 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; | |
| (g) 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; | |
| (h) Verify the accuracy of the information contained in the Registration | |
| Statement; | |
| (i) 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; | |
| (j) 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; | |
| (k) 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, income tax obligations, | |
| except pursuant to Section 1(j) hereof; or | |
| (l) Verify calculations, qualify or otherwise approve the Company’s written | |
| requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof. | |
| 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 by the Company 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, without giving effect to conflicts of | |
| law principles that would result in the application of the substantive laws of | |
| another jurisdiction. 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. Except for Section | |
| 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or | |
| deleted without the affirmative vote of sixty-five percent (65%) of the then | |
| outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per | |
| share, of the Company, voting together as a single class; provided that no such | |
| amendment will affect any Public Shareholder who has properly elected to redeem | |
| his or her Ordinary Shares in connection with a shareholder vote to amend this | |
| Agreement to modify the substance or timing of the Company’s obligation to | |
| provide for the redemption of the Public Shares in connection with an initial | |
| Business Combination or an Amendment or to redeem 100% of its Ordinary Shares if | |
| the Company does not complete its initial Business Combination within the time | |
| frame specified in the Company’s amended and restated memorandum and articles of | |
| association), 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. | |
| (d) 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. | |
| (e) 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 E. Wolf, Jr. & Celeste Gonzalez | |
| Email: fwolf@continentalstock.com | |
| cgonzalez@continentalstock.com | |
| -------------------------------------------------------------------------------- | |
| if to the Company, to: | |
| Altimeter Growth Corp. | |
| 2550 Sand Hill Road | |
| Suite 150 | |
| Menlo Park, CA 94025 | |
| Attn: Hab Siam | |
| Email: hab@altimeter.com | |
| in each case, with copies to: | |
| Ropes & Gray LLP | |
| 1211 Avenue of the Americas | |
| New York, New York 10036 | |
| Attn: Paul D. Tropp | |
| Michael S. Pilo | |
| E-mail: paul.tropp@ropesgray.com | |
| michael.pilo @ropesgray.com | |
| and | |
| Citigroup Global Markets Inc. | |
| 388 Greenwich Street | |
| New York, New York 10013 | |
| Attn: Pavan Bellur | |
| Email: pavan.bellur@citigroup.com | |
| and | |
| Goldman Sachs & Co. LLC | |
| 200 West Street | |
| New York, NY 10282 | |
| Attn: Registration Department | |
| and | |
| Morgan Stanley & Co. LLC | |
| 1585 Broadway | |
| New York, New York 10036 | |
| Attn: Equity Syndicate Desk | |
| and | |
| Kirkland & Ellis LLP | |
| 601 Lexington Avenue | |
| New York, New York 10022 | |
| Attn: Christian O. Nagler | |
| E-mail: cnagler@kirkland.com | |
| (f) 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. | |
| (g) 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. | |
| (h) 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. | |
| -------------------------------------------------------------------------------- | |
| (i) 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. | |
| (j) 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] | |
| -------------------------------------------------------------------------------- | |
| 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: | |
| /s/ Francis Wolf | |
| Name: | |
| Francis Wolf | |
| Title: | |
| Vice President | |
| ALTIMETER GROWTH CORP. | |
| By: | |
| /s/ Hab Siam | |
| Name: | |
| Hab Siam | |
| Title: | |
| General Counsel | |
| [Signature Page to Investment Management Trust Agreement] | |
| -------------------------------------------------------------------------------- | |
| SCHEDULE A | |
| Fee Item | |
| Time and method of payment | |
| Amount | |
| Initial acceptance fee | |
| Initial closing of IPO by wire transfer | |
| $ | |
| 3,500.00 | |
| Annual fee | |
| First year, initial closing of IPO by wire transfer; thereafter on the | |
| anniversary of the effective date of the IPO by wire transfer or check | |
| $ | |
| 10,000.00 | |
| Transaction processing fee for disbursements to Company under Sections 1(i), | |
| (j), and (k) | |
| Billed by Trustee to Company under Section 1 | |
| $ | |
| 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 | |
| -------------------------------------------------------------------------------- | |
| 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 | |
| Re: Trust Account - Termination Letter | |
| Dear Mr. Wolf and Ms. Gonzalez: | |
| Pursuant to Section 1(i) of the Investment Management Trust Agreement between | |
| Altimeter Growth Corp. (the “Company”) and Continental Stock Transfer & Trust | |
| Company (“Trustee”), dated as of October [•], 2020 (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 time 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 into the trust operating account at J.P. Morgan Chase Bank, N.A. 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 Representative (with respect to the Deferred Discount) and the Company | |
| shall direct on the Consummation Date. It is acknowledged and agreed that while | |
| the funds are on deposit in said trust operating account at J.P. Morgan Chase | |
| Bank, N.A. awaiting distribution, neither the Company nor the Representative | |
| will earn any interest or dividends. | |
| 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 substantially 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 or other authorized officer of the Company, which verifies | |
| that the Business Combination has been approved by a vote of the Company’s | |
| shareholders, if a vote is held and (b) 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 the Deferred Discount 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. | |
| 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, | |
| Altimeter Growth Corp. | |
| By: | |
| Name: | |
| Title: | |
| cc: | |
| Citigroup Global Markets Inc. | |
| Goldman Sachs & Co. LLC | |
| Morgan Stanley &Co. LLC | |
| -------------------------------------------------------------------------------- | |
| 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 | |
| Re: Trust Account - Termination Letter | |
| Ladies and Gentlemen: | |
| Pursuant to Section 1(i) of the Investment Management Trust Agreement between | |
| Altimeter Growth Corp. (the “Company”) and Continental Stock Transfer & Trust | |
| Company (the “Trustee”), dated as of October [•], 2020 (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 Memorandum and Articles of | |
| Association, 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 Account and to transfer the total | |
| proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to | |
| await distribution to the Public Shareholders. The Company has selected | |
| __________ as the effective date for the purpose of determining the Public | |
| Shareholders that will be entitled to receive their share of the liquidation | |
| proceeds. It is acknowledged that no interest will be earned by the Company on | |
| the liquidation proceeds while on deposit in the trust operating account 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 | |
| Shareholders in accordance with the terms of the Trust Agreement and the Amended | |
| and Restated Memorandum and Articles of Association 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(j) of the Trust Agreement. | |
| Very truly yours, | |
| Altimeter Growth Corp. | |
| By: | |
| Name: | |
| Title: | |
| cc: | |
| Citigroup Global Markets Inc. | |
| Goldman Sachs & Co. LLC | |
| Morgan Stanley &Co. LLC | |
| -------------------------------------------------------------------------------- | |
| 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 | |
| Re: Trust Account - Tax Payment Withdrawal Instruction | |
| Dear Mr. Wolf and Ms. Gonzalez: | |
| Pursuant to Section 1(j) of the Investment Management Trust Agreement between | |
| Altimeter Growth Corp. (the “Company”) and Continental Stock Transfer & Trust | |
| Company (the “Trustee”), dated as of October [•], 2020 (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, | |
| Altimeter Growth Corp. | |
| By: | |
| Name: | |
| Title: | |
| cc: | |
| Citigroup Global Markets Inc. | |
| Goldman Sachs & Co. LLC | |
| Morgan Stanley &Co. LLC | |
| -------------------------------------------------------------------------------- | |
| 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 | |
| Re: Trust Account -. Shareholder Redemption Withdrawal Instruction | |
| Dear Mr. Wolf and Ms. Gonzalez: | |
| Pursuant to Section 1(k) of the Investment Management Trust Agreement between | |
| Altimeter Growth Corp. (the “Company”) and Continental Stock Transfer & Trust | |
| Company (the “Trustee”), dated as of October [•], 2020 (the “Trust Agreement”), | |
| the Company hereby requests that you deliver to the Company’s shareholders | |
| $___________ of the principal and 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. | |
| Pursuant to Section 1(k) of the Trust Agreement, this is to advise you that the | |
| Company has sought an Amendment. Accordingly, in accordance with the terms of | |
| the Trust Agreement, we hereby authorize you to liquidate a sufficient portion | |
| of the Trust Account and to transfer $[•] of the proceeds of the Trust Account | |
| to the trust operating account at J.P. Morgan Chase Bank, N.A. for distribution | |
| to the shareholders that have requested redemption of their shares in connection | |
| with such Amendment. | |
| Very truly yours, | |
| Altimeter Growth Corp. | |
| By: | |
| Name: | |
| Title: | |
| cc: | |
| Citigroup Global Markets Inc. | |
| Goldman Sachs & Co. LLC | |
| Morgan Stanley &Co. LLC | |
| --------------------------------------------------------------------------------"""]).launch(share=True) |