rstallman/Contract-AI

1#!/usr/bin/python2# -*- coding: utf-8 -*-3import tensorflow as tf4import gradio as gr5import pandas as pd6import re7import ast8import spacy9import nltk10nltk.download('punkt')11from nltk.tokenize import sent_tokenize12from transformers import AutoTokenizer, \13    TFAutoModelForSequenceClassification14import numpy as np15 16 17def make_prediction(contract):18    if contract is list:19      contract=contract[0]20    tokenizer = AutoTokenizer.from_pretrained('roberta-base')21    final_model = TFAutoModelForSequenceClassification.from_pretrained('ullasmrnva/LawBerta')22    contract_df = pd.DataFrame()23    contract_df = contract_df.append({'contracts': contract},24            ignore_index=True)25    contract_sentences_df = contract_df['contracts'26            ].apply(sent_tokenize).reset_index()['contracts'27            ].explode().to_frame().rename(columns={'contracts': 'sentences'28            }).reset_index()29    input = [np.array(tokenizer(list(contract_sentences_df.sentences),30             truncation=True, max_length=100, padding='max_length'31             ).input_ids)]32    y_pred = np.argmax(final_model.predict(input)[0], axis=1)33    clause_map = {34        0: 'Affiliate License-Licensee',35        1: 'Affiliate License-Licensor',36        2: 'Anti-Assignment',37        3: 'Audit Rights',38        4: 'Cap On Liability',39        5: 'Change Of Control',40        6: 'Competitive Restriction Exception',41        7: 'Covenant Not To Sue',42        8: 'Exclusivity',43        9: 'Insurance',44        10: 'Ip Ownership Assignment',45        11: 'Irrevocable Or Perpetual License',46        12: 'Joint Ip Ownership',47        13: 'License Grant',48        14: 'Liquidated Damages',49        15: 'Minimum Commitment',50        16: 'Most Favored Nation',51        17: 'No Clause',52        18: 'No-Solicit Of Customers',53        19: 'No-Solicit Of Employees',54        20: 'Non-Compete',55        21: 'Non-Disparagement',56        22: 'Non-Transferable License',57        23: 'Post-Termination Services',58        24: 'Price Restrictions',59        25: 'Revenue/Profit Sharing',60        26: 'Rofr/Rofo/Rofn',61        27: 'Source Code Escrow',62        28: 'Termination For Convenience',63        29: 'Third Party Beneficiary',64        30: 'Uncapped Liability',65        31: 'Unlimited/All-You-Can-Eat-License',66        32: 'Volume Restriction',67        33: 'Warranty Duration',68        }69    final_df = contract_sentences_df[y_pred != 17][['sentences']]70    final_df['clause'] = np.array([clause_map[x] for x in y_pred[y_pred71            != 17]])72    output_sentences = []73    clauses_found=[]74    for i in [75        'License Grant',76        'Audit Rights',77        'Non-Disparagement',78        'Cap On Liability',79        'Anti-Assignment',80        'Minimum Commitment',81        'Most Favored Nation',82        'Unlimited/All-You-Can-Eat-License',83        'Revenue/Profit Sharing',84        'Uncapped Liability',85        'Termination For Convenience',86        'Exclusivity',87        'Change Of Control',88        'Rofr/Rofo/Rofn',89        'Irrevocable Or Perpetual License',90        'Competitive Restriction Exception',91        'Price Restrictions',92        'Covenant Not To Sue',93        'Volume Restriction',94        'Joint Ip Ownership',95        'Post-Termination Services',96        'Ip Ownership Assignment',97        'Non-Compete',98        'Insurance',99        'Affiliate License-Licensor',100        'Affiliate License-Licensee',101        'Non-Transferable License',102        'No-Solicit Of Customers',103        'Warranty Duration',104        'No-Solicit Of Employees',105        'Liquidated Damages',106        'Third Party Beneficiary',107        'Source Code Escrow',108        ]:109        clause=final_df[final_df['clause']== i]['sentences'].str.cat(sep='***\n\n***')110        if clause!='':111          print(i)112          clauses_found.append(i)   113        output_sentences.append(clause)114    found=''115    if len(clauses_found)==0:116        found='None'117    else:118        found=', '.join(clauses_found)119    return [found]+output_sentences120 121 122gr.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."),\123             outputs=[gr.Textbox(label='Clauses Found:'), gr.Textbox(label='License Grant'),\124 gr.Textbox(label='Audit Rights'),\125 gr.Textbox(label='Non-Disparagement'),\126 gr.Textbox(label='Cap On Liability'),\127 gr.Textbox(label='Anti-Assignment'),\128 gr.Textbox(label='Minimum Commitment'),\129 gr.Textbox(label='Most Favored Nation'),\130 gr.Textbox(label='Unlimited/All-You-Can-Eat-License'),\131 gr.Textbox(label='Revenue/Profit Sharing'),\132 gr.Textbox(label='Uncapped Liability'),\133 gr.Textbox(label='Termination For Convenience'),\134 gr.Textbox(label='Exclusivity'),\135 gr.Textbox(label='Change Of Control'),\136 gr.Textbox(label='Rofr/Rofo/Rofn'),\137 gr.Textbox(label='Irrevocable Or Perpetual License'),\138 gr.Textbox(label='Competitive Restriction Exception'),\139 gr.Textbox(label='Price Restrictions'),\140 gr.Textbox(label='Covenant Not To Sue'),\141 gr.Textbox(label='Volume Restriction'),\142 gr.Textbox(label='Joint Ip Ownership'),\143 gr.Textbox(label='Post-Termination Services'),\144 gr.Textbox(label='Ip Ownership Assignment'),\145 gr.Textbox(label='Non-Compete'),\146 gr.Textbox(label='Insurance'),\147 gr.Textbox(label='Affiliate License-Licensor'),\148 gr.Textbox(label='Affiliate License-Licensee'),\149 gr.Textbox(label='Non-Transferable License'),\150 gr.Textbox(label='No-Solicit Of Customers'),\151 gr.Textbox(label='Warranty Duration'),\152 gr.Textbox(label='No-Solicit Of Employees'),\153 gr.Textbox(label='Liquidated Damages'),\154 gr.Textbox(label='Third Party Beneficiary'),\155 gr.Textbox(label='Source Code Escrow')], examples=["""--------------------------------------------------------------------------------156 157Exhibit 10.2158 159 160INVESTMENT MANAGEMENT TRUST AGREEMENT161 162This Investment Management Trust Agreement (this “Agreement”) is made effective163as of September 30, 2020 by and between Altimeter Growth Corp., a Cayman Islands164exempted company (the “Company”), and Continental Stock Transfer & Trust165Company, a New York corporation (the “Trustee”).166 167WHEREAS, the Company’s registration statement on Form S-1, File No. 333-248762168(the “Registration Statement”) and prospectus (the “Prospectus”) for the initial169public offering of the Company’s units (the “Units”), each of which consists of170one of the Company’s Class A ordinary shares, par value $0.0001 per share (the171“Ordinary Shares”), and a fraction of one redeemable warrant, each whole warrant172entitling the holder thereof to purchase one Ordinary Share (such initial public173offering hereinafter referred to as the “Offering”), has been declared effective174as of the date hereof by the U.S. Securities and Exchange Commission; and175 176WHEREAS, the Company has entered into an Underwriting Agreement (the177“Underwriting Agreement”) with Citigroup Global Markets Inc., Goldman Sachs &178Co. LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”)179to the several underwriters (the “Underwriters”) named therein; and180 181WHEREAS, as described in the Prospectus, $450,000,000 of the gross proceeds of182the Offering and sale of the Private Placement Warrants (as defined in the183Underwriting Agreement) (or $500,000,000 if the Underwriters’ option to purchase184additional units is exercised in full) will be delivered to the Trustee to be185deposited and held in a segregated trust account located at all times in the186United States (the “Trust Account”) for the benefit of the Company and the187holders of the Ordinary Shares included in the Units issued in the Offering as188hereinafter provided (the amount to be delivered to the Trustee (and any189interest subsequently earned thereon) is referred to herein as the “Property,”190the shareholders for whose benefit the Trustee shall hold the Property will be191referred to as the “Public Shareholders,” and the Public Shareholders and the192Company will be referred to together as the “Beneficiaries”); and193 194WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal195to $15,750,000, or $17,500,000 if the Underwriters’ option to purchase196additional units is exercised in full, is attributable to deferred underwriting197discounts and commissions that will be payable by the Company to the198Underwriters upon the consummation of the Business Combination (as defined199below) (the “Deferred Discount”); and200 201WHEREAS, the Company and the Trustee desire to enter into this Agreement to set202forth the terms and conditions pursuant to which the Trustee shall hold the203Property.204 205NOW THEREFORE, IT IS AGREED:206 2071. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants208to:209 210(a) Hold the Property in trust for the Beneficiaries in accordance with the211terms of this Agreement in the Trust Account established by the Trustee in the212United States at J.P. Morgan Chase Bank, N.A. (or at another U.S chartered213commercial bank with consolidated assets of $100 billion or more) and at a214brokerage institution selected by the Trustee that is reasonably satisfactory to215the Company;216 217(b) Manage, supervise and administer the Trust Account subject to the terms and218conditions set forth herein;219 220(c) In a timely manner, upon the written instruction of the Company, invest and221reinvest the Property in United States government securities within the meaning222of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a223maturity of 185 days or less, or in money market funds meeting the conditions of224paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the225Investment Company Act of 1940, as amended (or any successor rule), which invest226only in direct U.S. government treasury obligations, as determined by the227Company; the Trustee may not invest in any other securities or assets, it being228understood that the Trust Account will earn no interest while account funds are229uninvested awaiting the Company’s instructions hereunder and the Trustee may230earn bank credits or other consideration;231 232 233--------------------------------------------------------------------------------234 235(d) Collect and receive, when due, all principal, interest or other income236arising from the Property, which shall become part of the “Property,” as such237term is used herein;238 239(e) Promptly notify the Company and the Representative of all communications240received by the Trustee with respect to any Property requiring action by the241Company;242 243(f) Supply any necessary information or documents as may be requested by the244Company (or its authorized agents) in connection with the Company’s preparation245of the tax returns relating to assets held in the Trust Account;246 247(g) Participate in any plan or proceeding for protecting or enforcing any right248or interest arising from the Property if, as and when instructed by the Company249to do so;250 251(h) Render to the Company monthly written statements of the activities of, and252amounts in, the Trust Account reflecting all receipts and disbursements of the253Trust Account;254 255(i) Commence liquidation of the Trust Account only after and promptly after (x)256receipt of, and only in accordance with, the terms of a letter from the Company257(“Termination Letter”) in a form substantially similar to that attached hereto258as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company259by its Chief Executive Officer, President, Chief Operating Officer or other260authorized officer of the Company, and complete the liquidation of the Trust261Account and distribute the Property in the Trust Account, including interest262earned on the funds held in the Trust Account and not previously released to us263to pay our income taxes (less up to $100,000 of interest to pay dissolution264expenses), only as directed in the Termination Letter and the other documents265referred to therein, or (y) upon the date which is the later of (1) 24 months266after the closing of the Offering (or 27 months from the closing of Offering if267the Company has executed a letter of intent, agreement in principle or268definitive agreement for a Business Combination within 24 months from the269closing of Offering but has not completed a Business Combination within such 24270month period) and (2) such later date as may be approved by the Company’s271shareholders in accordance with the Company’s amended and restated memorandum272and articles of association, if a Termination Letter has not been received by273the Trustee prior to such date, in which case the Trust Account shall be274liquidated in accordance with the procedures set forth in the Termination Letter275attached as Exhibit B and the Property in the Trust Account, including interest276earned on the funds held in the Trust Account and not previously released to the277Company to pay its income taxes (less up to $100,000 of interest to pay278dissolution expenses), shall be distributed to the Public Shareholders of record279as of such date It is acknowledged and agreed that there should be no reduction280in the principal amount per share initially deposited in the Trust Account;281 282(j) Upon written request from the Company, which may be given from time to time283in a form substantially similar to that attached hereto as Exhibit C (a “Tax284Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute285to the Company the amount of interest earned on the Property requested by the286Company to cover any tax obligation owed by the Company as a result of assets of287the Company or interest or other income earned on the Property, which amount288shall be delivered directly to the Company by electronic funds transfer or other289method of prompt payment, and the Company shall forward such payment to the290relevant taxing authority, so long as there is no reduction in the principal291amount per share initially deposited in the Trust Account; provided, however,292that to the extent there is not sufficient cash in the Trust Account to pay such293tax obligation, the Trustee shall liquidate such assets held in the Trust294Account as shall be designated by the Company in writing to make such295distribution (it being acknowledged and agreed that any such amount in excess of296interest income earned on the Property shall not be payable from the Trust297Account). The written request of the Company referenced above shall constitute298presumptive evidence that the Company is entitled to said funds, and the Trustee299shall have no responsibility to look beyond said request;300 301(k) Upon written request from the Company, which may be given from time to time302in a form substantially similar to that attached hereto as Exhibit D (a303“Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute304to the remitting brokers on behalf of Public Shareholders redeeming Ordinary305Shares the amount required to pay redeemed Ordinary Shares from Public306Shareholders pursuant to the Company’s amended and restated memorandum and307articles of association; and308 309(l) Not make any withdrawals or distributions from the Trust Account other than310pursuant to Section 1(i), (j) or (k) above.311 312 313--------------------------------------------------------------------------------314 3152. Agreements and Covenants of the Company. The Company hereby agrees and316covenants to:317 318(a) Give all instructions to the Trustee hereunder in writing, signed by the319Company’s Chief Executive Officer, President, Chief Operating Officer or other320authorized officer of the Company. In addition, except with respect to its321duties under Sections 1(i), (j) or (k) hereof, the Trustee shall be entitled to322rely on, and shall be protected in relying on, any verbal or telephonic advice323or instruction which it, in good faith and with reasonable care, believes to be324given by any one of the persons authorized above to give written instructions,325provided that the Company shall promptly confirm such instructions in writing;326 327(b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the328Trustee from and against any and all expenses, including reasonable counsel fees329and disbursements, or losses suffered by the Trustee in connection with any330action taken by it hereunder and in connection with any action, suit or other331proceeding brought against the Trustee involving any claim, or in connection332with any claim or demand, which in any way arises out of or relates to this333Agreement, the services of the Trustee hereunder, or the Property or any334interest earned on the Property, except for expenses and losses resulting from335the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the336receipt by the Trustee of notice of demand or claim or the commencement of any337action, suit or proceeding, pursuant to which the Trustee intends to seek338indemnification under this Section 2(b), it shall notify the Company in writing339of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee340shall have the right to conduct and manage the defense against such Indemnified341Claim; provided that the Trustee shall obtain the consent of the Company with342respect to the selection of counsel, which consent shall not be unreasonably343withheld. The Trustee may not agree to settle any Indemnified Claim without the344prior written consent of the Company, which such consent shall not be345unreasonably withheld. The Company may participate in such action with its own346counsel;347 348(c) Pay the Trustee the fees set forth on Schedule A hereto, including an349initial acceptance fee, annual administration fee, and transaction processing350fee which fees shall be subject to modification by the parties from time to351time. It is expressly understood that the Property shall not be used to pay such352fees unless and until it is distributed to the Company pursuant to Sections 1(i)353through 1(k) hereof. The Company shall pay the Trustee the initial acceptance354fee and the first annual administration fee at the consummation of the Offering.355The Company shall not be responsible for any other fees or charges of the356Trustee except as set forth in this Section 2(c) and as may be provided in357Section 2(b) hereof;358 359(d) In connection with any vote of the Company’s shareholders regarding a360merger, share exchange, asset acquisition, share purchase, reorganization or361similar business combination involving the Company and one or more businesses362(the “Business Combination”), provide to the Trustee an affidavit or certificate363of the inspector of elections for the shareholder meeting verifying the vote of364such shareholders regarding such Business Combination;365 366(e) Provide the Representative with a copy of any Termination Letter(s) and/or367any other correspondence that is sent to the Trustee with respect to any368proposed withdrawal from the Trust Account promptly after it issues the same;369 370(f) Unless otherwise agreed between the Company and the Representative, ensure371that any Instruction Letter (as defined in Exhibit A) delivered in connection372with a Termination Letter in the form of Exhibit A expressly provides that the373Deferred Discount is paid directly to the account or accounts directed by the374Representative on behalf of the Underwriters prior to any transfer of the funds375held in the Trust Account to the Company or any other person;376 377(g) Instruct the Trustee to make only those distributions that are permitted378under this Agreement, and refrain from instructing the Trustee to make any379distributions that are not permitted under this Agreement;380 381(h) If the Company seeks to amend any provisions of its amended and restated382memorandum and articles of association (A) to modify the substance or timing of383the Company’s obligation to provide holders of the Ordinary Shares the right to384have their shares redeemed in connection with the Company’s initial Business385Combination or to redeem 100% of the Ordinary Shares if the Company does not386complete its initial Business Combination within the time period set forth387therein or (B) with respect to any other provision relating to the rights of388holders of the Ordinary Shares (in each case, an “Amendment”), the Company will389provide the Trustee with a letter (an “Amendment Notification Letter”) in the390form of Exhibit D providing instructions for the distribution of funds to Public391Shareholders who exercise their redemption option in connection with such392Amendment; and393 394(i) Within five (5) business days after the Underwriters exercise their option395to purchase additional units (or any unexercised portion thereof) or such option396to purchase additional units expires, provide the Trustee with a notice in397writing of the total amount of the Deferred Discount.398 3993. Limitations of Liability. The Trustee shall have no responsibility or400liability to:401 402(a) Imply obligations, perform duties, inquire or otherwise be subject to the403provisions of any agreement or document other than this Agreement and that which404is expressly set forth herein;405 406 407--------------------------------------------------------------------------------408 409(b) Take any action with respect to the Property, other than as directed in410Section 1 hereof, and the Trustee shall have no liability to any third party411except for liability arising out of the Trustee’s gross negligence, fraud or412willful misconduct;413 414(c) Institute any proceeding for the collection of any principal and income415arising from, or institute, appear in or defend any proceeding of any kind with416respect to, any of the Property unless and until it shall have received written417instructions from the Company given as provided herein to do so and the Company418shall have advanced or guaranteed to it funds sufficient to pay any expenses419incident thereto;420 421(d) Change the investment of any Property, other than in compliance with Section4221 hereof;423 424(e) Refund any depreciation in principal of any Property;425 426(f) Assume that the authority of any person designated by the Company to give427instructions hereunder shall not be continuing unless provided otherwise in such428designation, or unless the Company shall have delivered a written revocation of429such authority to the Trustee;430 431(g) The other parties hereto or to anyone else for any action taken or omitted432by it, or any action suffered by it to be taken or omitted, in good faith and in433the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or434willful misconduct. The Trustee may rely conclusively and shall be protected in435acting upon any order, notice, demand, certificate, opinion or advice of counsel436(including counsel chosen by the Trustee, which counsel may be the Company’s437counsel), statement, instrument, report or other paper or document (not only as438to its due execution and the validity and effectiveness of its provisions, but439also as to the truth and acceptability of any information therein contained)440which the Trustee believes, in good faith and with reasonable care, to be441genuine and to be signed or presented by the proper person or persons. The442Trustee shall not be bound by any notice or demand, or any waiver, modification,443termination or rescission of this Agreement or any of the terms hereof, unless444evidenced by a written instrument delivered to the Trustee, signed by the proper445party or parties and, if the duties or rights of the Trustee are affected,446unless it shall give its prior written consent thereto;447 448(h) Verify the accuracy of the information contained in the Registration449Statement;450 451(i) Provide any assurance that any Business Combination entered into by the452Company or any other action taken by the Company is as contemplated by the453Registration Statement;454 455(j) File information returns with respect to the Trust Account with any local,456state or federal taxing authority or provide periodic written statements to the457Company documenting the taxes payable by the Company, if any, relating to any458interest income earned on the Property;459 460(k) Prepare, execute and file tax reports, income or other tax returns and pay461any taxes with respect to any income generated by, and activities relating to,462the Trust Account, regardless of whether such tax is payable by the Trust463Account or the Company, including, but not limited to, income tax obligations,464except pursuant to Section 1(j) hereof; or465 466(l) Verify calculations, qualify or otherwise approve the Company’s written467requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.468 4694. Trust Account Waiver. The Trustee has no right of set-off or any right,470title, interest or claim of any kind (“Claim”) to, or to any monies in, the471Trust Account, and hereby irrevocably waives any Claim to, or to any monies in,472the Trust Account that it may have now or in the future. In the event the473Trustee has any Claim against the Company under this Agreement, including,474without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall475pursue such Claim solely against the Company and its assets outside the Trust476Account and not against the Property or any monies in the Trust Account.477 4785. Termination. This Agreement shall terminate as follows:479 480(a) If the Trustee gives written notice to the Company that it desires to resign481under this Agreement, the Company shall use its reasonable efforts to locate a482successor trustee, pending which the Trustee shall continue to act in accordance483with this Agreement. At such time that the Company notifies the Trustee that a484successor trustee has been appointed by the Company and has agreed to become485subject to the terms of this Agreement, the Trustee shall transfer the486management of the Trust Account to the successor trustee, including but not487limited to the transfer of copies of the reports and statements relating to the488Trust Account, whereupon this Agreement shall terminate; provided, however, that489in the event that the Company does not locate a successor trustee within ninety490(90) days of receipt of the resignation notice from the Trustee, the Trustee may491submit an application to have the Property deposited with any court in the State492of New York or with the United States District Court for the Southern District493of New York and upon such deposit, the Trustee shall be immune from any494liability whatsoever; or495 496 497--------------------------------------------------------------------------------498 499(b) At such time that the Trustee has completed the liquidation of the Trust500Account and its obligations in accordance with the provisions of Section 1(i)501hereof and distributed the Property in accordance with the provisions of the502Termination Letter, this Agreement shall terminate except with respect to503Section 2(b).504 5056. Miscellaneous.506 507(a) The Company and the Trustee each acknowledge that the Trustee will follow508the security procedures set forth below with respect to funds transferred from509the Trust Account. The Company and the Trustee will each restrict access to510confidential information relating to such security procedures to authorized511persons. Each party must notify the other party immediately if it has reason to512believe unauthorized persons may have obtained access to such confidential513information, or of any change in its authorized personnel. In executing funds514transfers, the Trustee shall rely upon all information supplied to it by the515Company, including, account names, account numbers, and all other identifying516information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.517Except for any liability arising out of the Trustee’s gross negligence, fraud or518willful misconduct, the Trustee shall not be liable for any loss, liability or519expense resulting from any error in the information or transmission of the520funds.521 522(b) This Agreement shall be governed by and construed and enforced in accordance523with the laws of the State of New York, without giving effect to conflicts of524law principles that would result in the application of the substantive laws of525another jurisdiction. This Agreement may be executed in several original or526facsimile counterparts, each one of which shall constitute an original, and527together shall constitute but one instrument.528 529(c) This Agreement contains the entire agreement and understanding of the530parties hereto with respect to the subject matter hereof. Except for Section5311(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or532deleted without the affirmative vote of sixty-five percent (65%) of the then533outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per534share, of the Company, voting together as a single class; provided that no such535amendment will affect any Public Shareholder who has properly elected to redeem536his or her Ordinary Shares in connection with a shareholder vote to amend this537Agreement to modify the substance or timing of the Company’s obligation to538provide for the redemption of the Public Shares in connection with an initial539Business Combination or an Amendment or to redeem 100% of its Ordinary Shares if540the Company does not complete its initial Business Combination within the time541frame specified in the Company’s amended and restated memorandum and articles of542association), this Agreement or any provision hereof may only be changed,543amended or modified (other than to correct a typographical error) by a writing544signed by each of the parties hereto.545 546(d) The parties hereto consent to the jurisdiction and venue of any state or547federal court located in the City of New York, State of New York, for purposes548of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR549COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT550TO TRIAL BY JURY.551 552(e) Any notice, consent or request to be given in connection with any of the553terms or provisions of this Agreement shall be in writing and shall be sent by554express mail or similar private courier service, by certified mail (return555receipt requested), by hand delivery or by electronic mail:556 557if to the Trustee, to:558 559Continental Stock Transfer & Trust Company5601 State Street, 30th Floor561New York, New York 10004562Attn: Francis E. Wolf, Jr. & Celeste Gonzalez563Email: fwolf@continentalstock.com564cgonzalez@continentalstock.com565 566 567--------------------------------------------------------------------------------568 569if to the Company, to:570 571Altimeter Growth Corp.572 573 5742550 Sand Hill Road575Suite 150576Menlo Park, CA 94025577Attn: Hab Siam578Email: hab@altimeter.com579 580in each case, with copies to:581 582Ropes & Gray LLP5831211 Avenue of the Americas584New York, New York 10036585Attn: Paul D. Tropp586Michael S. Pilo587E-mail: paul.tropp@ropesgray.com588michael.pilo @ropesgray.com589 590and591 592 593Citigroup Global Markets Inc.594388 Greenwich Street595New York, New York 10013596Attn: Pavan Bellur597Email: pavan.bellur@citigroup.com598 599 600and601 602 603Goldman Sachs & Co. LLC604200 West Street605New York, NY 10282606Attn: Registration Department607 608 609and610 611 612Morgan Stanley & Co. LLC6131585 Broadway614New York, New York 10036615Attn: Equity Syndicate Desk616 617 618and619 620Kirkland & Ellis LLP621601 Lexington Avenue622New York, New York 10022623Attn: Christian O. Nagler624E-mail: cnagler@kirkland.com625 626(f) Each of the Company and the Trustee hereby represents that it has the full627right and power and has been duly authorized to enter into this Agreement and to628perform its respective obligations as contemplated hereunder. The Trustee629acknowledges and agrees that it shall not make any claims or proceed against the630Trust Account, including by way of set-off, and shall not be entitled to any631funds in the Trust Account under any circumstance.632 633(g) This Agreement is the joint product of the Trustee and the Company and each634provision hereof has been subject to the mutual consultation, negotiation and635agreement of such parties and shall not be construed for or against any party636hereto.637 638(h) This Agreement may be executed in any number of counterparts, each of which639shall be deemed to be an original, but all such counterparts shall together640constitute one and the same instrument. Delivery of a signed counterpart of this641Agreement by facsimile or electronic transmission shall constitute valid and642sufficient delivery thereof.643 644 645--------------------------------------------------------------------------------646 647(i) Each of the Company and the Trustee hereby acknowledges and agrees that the648Representative on behalf of the Underwriters is a third-party beneficiary of649this Agreement.650 651(j) Except as specified herein, no party to this Agreement may assign its rights652or delegate its obligations hereunder to any other person or entity.653 654[Signature Page Follows]655 656 657 658--------------------------------------------------------------------------------659 660IN WITNESS WHEREOF, the parties have duly executed this Investment Management661Trust Agreement as of the date first written above.662 663 664 665 666 667CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee668       669By:670/s/ Francis Wolf671 672Name:673Francis Wolf674 675Title:676Vice President677     678ALTIMETER GROWTH CORP.679       680By:681/s/ Hab Siam682 683Name:684Hab Siam685 686Title:687General Counsel688 689 690 691[Signature Page to Investment Management Trust Agreement]692 693 694 695--------------------------------------------------------------------------------696 697SCHEDULE A698 699 700 701Fee Item702 703Time and method of payment704 705Amount706 707Initial acceptance fee708 709Initial closing of IPO by wire transfer710 711$7123,500.00713 714Annual fee715 716First year, initial closing of IPO by wire transfer; thereafter on the717anniversary of the effective date of the IPO by wire transfer or check718 719$72010,000.00721 722Transaction processing fee for disbursements to Company under Sections 1(i),723(j), and (k)724 725Billed by Trustee to Company under Section 1726 727$728250.00729 730Paying Agent services as required pursuant to Section 1(i) and 1(k)731 732Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)733 734Prevailing rates735 736 737 738 739 740--------------------------------------------------------------------------------741 742EXHIBIT A743 744[Letterhead of Company]745 746[Insert date]747 748Continental Stock Transfer & Trust Company7491 State Street, 30th Floor750New York, New York 10004751Attn: Francis Wolf & Celeste Gonzalez752 753Re: Trust Account - Termination Letter754 755Dear Mr. Wolf and Ms. Gonzalez:756 757Pursuant to Section 1(i) of the Investment Management Trust Agreement between758Altimeter Growth Corp. (the “Company”) and Continental Stock Transfer & Trust759Company (“Trustee”), dated as of October [•], 2020 (the “Trust Agreement”), this760is to advise you that the Company has entered into an agreement with ___________761(the “Target Business”) to consummate a business combination with Target762Business (the “Business Combination”) on or about [insert date]. The Company763shall notify you at least seventy-two (72) hours in advance of the actual date764(or such shorter time period as you may agree) of the consummation of the765Business Combination (the “Consummation Date”). Capitalized terms used but not766defined herein shall have the meanings set forth in the Trust Agreement.767 768In accordance with the terms of the Trust Agreement, we hereby authorize you to769commence to liquidate all of the assets of the Trust Account, and to transfer770the proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to771the effect that, on the Consummation Date, all of the funds held in the Trust772Account will be immediately available for transfer to the account or accounts773that the Representative (with respect to the Deferred Discount) and the Company774shall direct on the Consummation Date. It is acknowledged and agreed that while775the funds are on deposit in said trust operating account at J.P. Morgan Chase776Bank, N.A. awaiting distribution, neither the Company nor the Representative777will earn any interest or dividends.778 779On the Consummation Date (i) counsel for the Company shall deliver to you780written notification that the Business Combination has been consummated, or will781be consummated substantially concurrently with your transfer of funds to the782accounts as directed by the Company (the “Notification”), and (ii) the Company783shall deliver to you (a) a certificate by the Chief Executive Officer, Chief784Financial Officer or other authorized officer of the Company, which verifies785that the Business Combination has been approved by a vote of the Company’s786shareholders, if a vote is held and (b) joint written instruction signed by the787Company and the Representative with respect to the transfer of the funds held in788the Trust Account, including payment of the Deferred Discount from the Trust789Account (the “Instruction Letter”). You are hereby directed and authorized to790transfer the funds held in the Trust Account immediately upon your receipt of791the Notification and the Instruction Letter, in accordance with the terms of the792Instruction Letter. In the event that certain deposits held in the Trust Account793may not be liquidated by the Consummation Date without penalty, you will notify794the Company in writing of the same and the Company shall direct you as to795whether such funds should remain in the Trust Account and be distributed after796the Consummation Date to the Company. Upon the distribution of all the funds,797net of any payments necessary for reasonable unreimbursed expenses related to798liquidating the Trust Account, your obligations under the Trust Agreement shall799be terminated.800 801In the event that the Business Combination is not consummated on the802Consummation Date described in the notice thereof and we have not notified you803on or before the original Consummation Date of a new Consummation Date, then804upon receipt by the Trustee of written instructions from the Company, the funds805held in the Trust Account shall be reinvested as provided in Section 1(c) of the806Trust Agreement on the business day immediately following the Consummation Date807as set forth in such notice as soon thereafter as possible.808 809 810 811--------------------------------------------------------------------------------812 813 814Very truly yours,815     816Altimeter Growth Corp.817       818By:819   820Name:821   822Title:823 824 825 826 827cc:828Citigroup Global Markets Inc.829   830Goldman Sachs & Co. LLC831   832Morgan Stanley &Co. LLC833 834 835 836 837 838--------------------------------------------------------------------------------839 840EXHIBIT B841 842[Letterhead of Company]843 844[Insert date]845 846Continental Stock Transfer & Trust Company8471 State Street, 30th Floor848New York, New York 10004849Attn: Francis Wolf & Celeste Gonzalez850 851Re: Trust Account - Termination Letter852 853Ladies and Gentlemen:854 855Pursuant to Section 1(i) of the Investment Management Trust Agreement between856Altimeter Growth Corp. (the “Company”) and Continental Stock Transfer & Trust857Company (the “Trustee”), dated as of October [•], 2020 (the “Trust Agreement”),858this is to advise you that the Company has been unable to effect a business859combination with a Target Business (the “Business Combination”) within the time860frame specified in the Company’s Amended and Restated Memorandum and Articles of861Association, as described in the Company’s Prospectus relating to the Offering.862Capitalized terms used but not defined herein shall have the meanings set forth863in the Trust Agreement.864 865In accordance with the terms of the Trust Agreement, we hereby authorize you to866liquidate all of the assets in the Trust Account and to transfer the total867proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to868await distribution to the Public Shareholders. The Company has selected869__________ as the effective date for the purpose of determining the Public870Shareholders that will be entitled to receive their share of the liquidation871proceeds. It is acknowledged that no interest will be earned by the Company on872the liquidation proceeds while on deposit in the trust operating account You873agree to be the Paying Agent of record and, in your separate capacity as Paying874Agent, agree to distribute said funds directly to the Company’s Public875Shareholders in accordance with the terms of the Trust Agreement and the Amended876and Restated Memorandum and Articles of Association of the Company. Upon the877distribution of all the funds, net of any payments necessary for reasonable878unreimbursed expenses related to liquidating the Trust Account, your obligations879under the Trust Agreement shall be terminated, except to the extent otherwise880provided in Section 1(j) of the Trust Agreement.881 882 883 884Very truly yours,885     886Altimeter Growth Corp.887       888By:889   890Name:891   892Title:893 894 895 896 897cc:898Citigroup Global Markets Inc.899   900Goldman Sachs & Co. LLC901   902Morgan Stanley &Co. LLC903 904 905 906 907 908--------------------------------------------------------------------------------909 910EXHIBIT C911 912[Letterhead of Company]913 914[Insert date]915 916Continental Stock Transfer & Trust Company9171 State Street, 30th Floor918New York, New York 10004919Attn: Francis Wolf & Celeste Gonzalez920 921Re: Trust Account - Tax Payment Withdrawal Instruction922 923Dear Mr. Wolf and Ms. Gonzalez:924 925Pursuant to Section 1(j) of the Investment Management Trust Agreement between926Altimeter Growth Corp. (the “Company”) and Continental Stock Transfer & Trust927Company (the “Trustee”), dated as of October [•], 2020 (the “Trust Agreement”),928the Company hereby requests that you deliver to the Company $___________ of the929interest income earned on the Property as of the date hereof. Capitalized terms930used but not defined herein shall have the meanings set forth in the Trust931Agreement.932 933The Company needs such funds to pay for the tax obligations as set forth on the934attached tax return or tax statement. In accordance with the terms of the Trust935Agreement, you are hereby directed and authorized to transfer (via wire936transfer) such funds promptly upon your receipt of this letter to the Company’s937operating account at:938 939[WIRE INSTRUCTION INFORMATION]940 941 942 943Very truly yours,944     945Altimeter Growth Corp.946       947By:948   949Name:950   951Title:952 953 954 955 956cc:957Citigroup Global Markets Inc.958   959Goldman Sachs & Co. LLC960   961Morgan Stanley &Co. LLC962 963 964 965 966 967--------------------------------------------------------------------------------968 969EXHIBIT D970 971[Letterhead of Company]972 973[Insert date]974 975Continental Stock Transfer & Trust Company9761 State Street, 30th Floor977New York, New York 10004978Attn: Francis Wolf & Celeste Gonzalez979 980Re: Trust Account  -. Shareholder Redemption Withdrawal Instruction981 982Dear Mr. Wolf and Ms. Gonzalez:983 984Pursuant to Section 1(k) of the Investment Management Trust Agreement between985Altimeter Growth Corp. (the “Company”) and Continental Stock Transfer & Trust986Company (the “Trustee”), dated as of October [•], 2020 (the “Trust Agreement”),987the Company hereby requests that you deliver to the Company’s shareholders988$___________ of the principal and interest income earned on the Property as of989the date hereof. Capitalized terms used but not defined herein shall have the990meanings set forth in the Trust Agreement.991 992Pursuant to Section 1(k) of the Trust Agreement, this is to advise you that the993Company has sought an Amendment. Accordingly, in accordance with the terms of994the Trust Agreement, we hereby authorize you to liquidate a sufficient portion995of the Trust Account and to transfer $[•] of the proceeds of the Trust Account996to the trust operating account at J.P. Morgan Chase Bank, N.A. for distribution997to the shareholders that have requested redemption of their shares in connection998with such Amendment.999 1000 1001 1002Very truly yours,1003     1004Altimeter Growth Corp.1005       1006By:1007   1008Name:1009   1010Title:1011 1012 1013 1014 1015cc:1016Citigroup Global Markets Inc.1017   1018Goldman Sachs & Co. LLC1019   1020Morgan Stanley &Co. LLC1021 1022 1023 1024 1025 1026 1027 1028--------------------------------------------------------------------------------"""]).launch(share=True)