Update app.py

app.py

@@ -15,6 +15,8 @@ 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()
@@ -106,17 +108,18 @@ def make_prediction(contract):
         ]:
         clause=final_df[final_df['clause']== i]['sentences'].str.cat(sep='\n')
         if clause!='':
-            clauses_found.append(i)   
-        output_sentences.append()
+          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
+    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...\nPress submit to see example output."),\
+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'),\
@@ -149,632 +152,877 @@ gr.Interface(fn=make_prediction, inputs=gr.Textbox(placeholder="In a timely mann
  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 10.27
+ 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.
 
-MARKETING AFFILIATE AGREEMENT
 
-Between:
 
-Birch First Global Investments Inc.
 
-And
+ 
+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
 
-Mount Knowledge Holdings Inc.
 
-Dated: May 8, 2014
 
-1
+[Signature Page to Investment Management Trust Agreement]
 
-Source: CYBERGY HOLDINGS, INC., 10-Q, 5/20/2014
 
 
-
-
-
-1.
-
-2.
-
-2.1
-
-2.2
-
-This Marketing Affiliate Agreement (the "Agreement") is entered into this 8th day of May 2014, by and between BIRCH FIRST GLOBAL INVESTMENTS INC., a corporation incorporated in the U.S. Virgin Islands, with its main place of business located 9100 Havensight, Port of Sale, Ste. 15/16, St. Thomas, VI 0080 (referred to as "Company") and MOUNT KNOWLEDGE HOLDINGS INC. and/or assigns, a corporation incorporated in the State of Nevada, with its main place of business located at 228 Park Avenue S. #56101 New York, NY 10003­1502 (referred to as "Marketing Affiliate" or "MA").
-
-WHEREAS, this Agreement is to set forth in a formal agreement the prior verbal understandings between the parties in place since December 31, 2012 pertaining to the business described hereinbelow; and
-
-WHEREAS, Company, the owner of certain distribution rights to the Technology, technology and content as set forth in Exhibit A and related technical documentation (hereafter collectively referred to as Technology, wishes to contract for the marketing and/or support of the Technology, and MA wishes to market and/or support the Technology.
-
-Accordingly, Company and MA agree as follows:
-
-Effective Date and Term.
-
-This agreement shall begin upon the date of its execution by MA and acceptance in writing by Company and shall remain in effect until the end of the current calendar year and shall be automatically renewed for successive one (1) year periods unless otherwise terminated according to the cancellation or termination provisions contained in paragraph 18 of this Agreement. Company and MA acknowledge that this Agreement is not a franchise as that term is defined under any and all applicable local, state and/or federal laws in U.S., as amended.
-
-Grant of Rights.
-
-General Rights. Subject to the terms and conditions of this Agreement, Company hereby grants to MA the right to advertise, market and sell to corporate users, government agencies and educational facilities ("Clients") for their own internal language learning, soft skills and communication purposes only, and not for remarketing or redistribution, and not for use in a data center environment for multiple users Clients, unless otherwise agreed to by Company prior in writing, the Technology listed in Schedule A of this Agreement, and to sell and/or bundle Technology Maintenance for the Technology and to provide first line technical support and implementation services for the Technology in the territories listed in Schedule A of this Agreement, providing MA meets the criteria required for delivering services according to Schedule A.
-
-Third Party Rights. Company and MA acknowledge that Company derives certain rights herein from third parties and that Company reserves the right to modify or amend this Agreement if mandated by such third parties.
-
-2
-
-Source: CYBERGY HOLDINGS, INC., 10-Q, 5/20/2014
-
-
-
-
-
-3.
-
-3.1
-
-3.2
-
-3.3
-
-3.4
-
-3.5
-
-3.6
-
-Duties of MA.
-
-Best Efforts. MA agrees to use its best efforts to market and license the Technology to Clients consistent with the terms of this Agreement.
-
-License Agreement. MA shall execute a Company License Agreement/Client Registration Form with Clients and present that License Agreement/Client Registration Form to Company after each purchase of the Technology.
-
-Upon the execution of this Agreement, Company shall provide copies of its end user license agreements to MA. MA shall promptly review such agreements and advise Company as to what revisions, if any, should be made to the end user license agreements for resale in the Territory set forth in Schedule A to ensure that the agreements comply with requirements of local law in the Territory, and that Company has protection concerning proprietary rights, warranty disclaimers and limitations of liability under such local and federal laws of the U.S.
-
-For purposes of this Agreement, the Technology means the electronic access to programs, content and documentation, and Company's end user license agreement as it may be modified by Company for use in the Territory. The relationship between the corporate user and Company and/or its Affiliates shall be as specified in the applicable Company end user license agreement. Notwithstanding the foregoing, as between Company and MA, MA shall be responsible as defined for providing customer and technical support to end users in the Territory. MA will notify Company immediately in the event that it is unable to respond effectively to any end users' requests.
-
-Copyrights and Trademarks. MA shall protect copyrights, tradenames, trademarks, service marks, trade secrets and other confidential proprietary rights and information of Company and its affiliates and report promptly any infringements or suspected infringements of which MA becomes aware and to cooperate fully with Company in its efforts to protect its copyrights, tradenames, trademarks, service marks, trade secrets and other confidential proprietary rights and information.
-
-No Alternations. MA agrees not to remove or alter in any manner any copyright, trademark or other proprietary notices contained in the Technology.
-
-Permits, Licenses and Compliance with Laws. MA shall be responsible and shall bear all costs for complying with local, state, provincial, federal, national, and international statutes, rules, regulations and ordinances of any kind which related to or affect MA's duties under this Agreement.
-
-Product Support. MA agrees, when specified, to provide Clients with the support necessary to meet the reasonable needs and requirements for installation and operation of the Technology.
-
-3
-
-Source: CYBERGY HOLDINGS, INC., 10-Q, 5/20/2014
-
-
-
-
-
-3.7
-
-3.8
-
-3.9
-
-(a) (b) (c) (d)
-
-3.10
-
-3.11
-
-3.12
-
-Sales Records. MA shall keep accurate records of the sales of the Technology and Maintenance, including Client Registration Cards and shall make these records available for review by a representative of Company within ten (10) business days following the end of each month.
-
-Sales and Technical Training . MA shall attend initial marketing, application, and technical training as required and provided by Company; provided, however, that Company shall not require MA to market or support Technology according to a marketing plan or system prescribed in substantial part by Company. The MA will however, be responsible to display and explain in detail the methods by which they plan to achieve the assigned quotas.
-
-Sales Reports. MA shall report periodically in writing, upon request to Company the status of the following:
-
-Leads provided by Company Marketing activities in progress Sales forecasts Implementations in progress
-
-MA shall appoint one of its employees to be responsible for such reporting and make the name of such employee available to Company.
-
-Marketing Plan. MA shall submit an annual marketing plan to Company outlining, among other things, activities and staffing directed at attaining mutually agreed upon annual sales quotas. The Annual Quota is defined in Schedule A of this Agreement. The annual marketing plan shall be devised solely by MA and MA shall not be required to follow an operating plan, standard procedure, training manual, or its substantial equivalent, published by Company.
-
-Business Practices. Company shall not specify the business practices of MA, nor regulate the manner in which MA shall operate its business, provided that MA (a) conducts business in a manner that reflects favorably at all times on the Technology sold and the good name, goodwill and reputation of Company and its affiliates; (b) avoid deceptive, misleading or unethical practices that are or might be detrimental to Company and/or its Affiliates, the Technology or the public, including but not limited to disparagement of Company or the Technology; (c) make no false or misleading representation with respect to Company or the Technology; and (d) make no representations with respect to Company or the Technology that are inconsistent with any applicable license agreement(s) for the Technology provided by Company, promotional materials and other literature distributed by Company pertaining specifically to the Technology, including all liability limitations and disclaimers contained in such materials.
-
-Support and Service Centers. MA may be required to establish and maintain Support Services in the Territory set forth in Schedule A to provide marketing, sales and service support of the Technology licensed from Company.
-
-4
-
-Source: CYBERGY HOLDINGS, INC., 10-Q, 5/20/2014
-
-
-
-
-
-4.
-
-4.1
-
-4.2
-
-(a)
-
-(b)
-
-(c)
-
-(d)
-
-(e)
-
-4.3
-
-4.4
-
-4.5
-
-5.
-
-Duties of Company.
-
-Commitment. So long as MA is not in default hereunder, Company agrees to provide Technology to MA in accordance with the terms and conditions of this Agreement.
-
-Deliverables. Upon the request of MA, Company shall at prices or fees then in effect or mutually agreed upon by the parties:
-
-Provide Technology to MA at the discounted prices shown in Schedule A, subject to Company's right to change its prices or fees pursuant to paragraph 13 of this Agreement.
-
-Make available a reasonable marketing information, demonstrations and other sales/marketing aids available from Company relating to the Technology to MA shown in Schedule A.
-
-Make available marketing training and support to MA relating to the Technology in Schedule A.
-
-Make available technical training and support to MA relating to the Technology in Schedule A.
-
-Make available updates of the Technology to MA as they may become available for distribution.
-
-No Control. Company shall not require that MA be limited as to the type, quantity or quality of any product or service that MA sells or desires to sell.
-
-No Resale Limitations. Unless otherwise stated in this Agreement, Company shall not require that MA be limited to the persons or accounts to which it may market, distribute or sublicense any product or service that MA sells or desires to sell, including without limitation, the Technology, within the Territory as defined in Schedule A of this Agreement.
-
-No Procedures. Company shall not require procedures for which MA may deal with Clients however will require reasonable levels of satisfaction from the clients related to the services provided by the MA.
-
-Annual Quota.
-
-The Annual Quota for MA shall be defined in Schedule A of this Agreement. Company reserves the right to adjust or modify the Annual Quota upon renewal of this Agreement or from time to time by mutual agreement of the parties.
-
-5
-
-Source: CYBERGY HOLDINGS, INC., 10-Q, 5/20/2014
-
-
-
-
-
-6.
-
-7.
-
-7.1
-
-7.2
-
-7.3
-
-7.4
-
-7.5
-
-7.6
-
-8.
-
-8.1
-
-8.2
-
-Territory.
-
-The Territory for MA shall be defined in Schedule A of this Agreement. Company reserves the right to adjust or modify the Territory upon renewal of this Agreement or from time to time by mutual agreement of the parties.
-
-Payment and Deliveries.
-
-Payment Terms. When fees are not collected directly from the corporate user, MA agrees to pay Company, in the manner and at the time specified below, the fee(s) on Company's current price list in effect at the time an order is received by Company as set forth in Schedule A.
-
-Currency. All monies due Company shall be remitted in United States dollars. Amounts due to Company are to be calculated based upon the information contained in Schedule A of this agreement.
-
-Required Documents. MA shall make payment for all Technology according to the terms in Schedule A of this Agreement, and provide upon resale of any part of the Technology, two (2) signed copies of the Company License Agreement/Client Registration Card between Company and Client.
-
-Payment for Services, Training and Support. Services, training and support, when applicable and provided by Company, shall be paid for by MA according to agreed upon terms, and a monthly billing report will be created for MA by Company to show utilization of time and charges. A LATE PAYMENT CHARGE of one and one-half percent (1 ½%) or the maximum rate permitted by applicable law, whichever is less, of the outstanding balance due to Company per month will be imposed on all overdue accounts.
-
-Shipment and Delivery. Any materials shall be shipped FOB Company's place of business as set forth in Schedule A, and MA shall be responsible for any excise, sales and other taxes which may be levied on the license and shipment of such materials.
-
-Delays. In the event of any cause beyond the control of Company, Company shall not be liable for any delay in shipment or non-delivery of the Technology covered under this Agreement beyond any amounts received with an order.
-
-Modifications and Version Upgrades.
-
-Company shall supply MA access to all major published modifications or upgrades to the Technology, which add enhancements to or correct known errors in the Technology.
-
-Company shall provide Technology access to MA for each licensed customer so long as MA is not in default with any terms of this Agreement.
-
-6
-
-Source: CYBERGY HOLDINGS, INC., 10-Q, 5/20/2014
-
-
-
-
-
-8.3
-
-8.4
-
-9.
-
-10.
-
-MA shall notify Company in writing of any errors found by it in the Technology within thirty (30) days of such discovery.
-
-Company will undertake all reasonable efforts to provide technical assistance to MA under this Agreement when MA is unable to resolve certain technical issues and to rectify or provide solutions to problems where the Technology does not function as described in the Technology documentation, but Company does not guarantee that the problems will be solved or that any item will be error-free. This product support commitment is only applicable to Company's Technology running under the certified environments specified in the release notes of the end user licensing agreement for that Technology or Package. Company may from time to time, however, discontinue Technology or versions and stop supporting Technology or versions one year after discontinuance, or otherwise discontinue any support service. Company is not liable for incidental, special or consequential damages for any reason (including loss of data or other business or property damage), even if foreseeable or if MA or Customer has advised of such a claim. Company's liability shall not exceed the fees that MA has paid under this Agreement. MA agrees that the pricing for the services would be substantially higher but for these limitations.
-
-Trademarks and Service Marks.
-
-Any tradenames, trademarks or service marks, which Company may obtain with regard to the Technology, are the sole property of Company and/or its Affiliates. Company hereby grants MA, during the term of this Agreement, the right to use Company and/or Company trade names, trademarks or service marks on Technology or in advertising or promotion relating directly to these products. Any use of such tradenames, trademarks or service marks must reference that these tradenames, trademarks or service marks are proprietary to Company and/or its Affiliates.
-
-Title to the Technology.
-
-MA acknowledges that MA and its Clients receive no title to the Technology contained on the Technology. Title to the Technology and all copyrights in Technology shall remain with Company and/or its Affiliates.
-
-Company agrees to defend or, at its option, settle any claim or action against MA to the extent arising from a third party claim that a permitted use of the Technology by the end users infringes any U.S. patent or copyright, provided Company has control of such defense or settlement negotiations and MA gives Company prompt notice of any such claim and provides reasonable assistance in its defense. In the event of such a claim of infringement, Company, at its option, may provide MA with substitute Technology reasonably satisfactory to MA to replace those affected Technologies then in MA's inventory. Company will not be liable under this Section if the infringement arises out of MA's activities after Company has notified MA that Company believes in good faith that MA's activities will result in such infringement. The foregoing states the entire liability of Company with respect to infringement of intellectual property rights.
-
-7
-
-Source: CYBERGY HOLDINGS, INC., 10-Q, 5/20/2014
-
-
-
-
-
-11.
-
-12.
-
-12.1
-
-12.2
-
-12.3
-
-13.
-
-14.
-
-Distribution by MA.
-
-MA agrees to distribute Technology only through the Company License Agreement/Client Registration Card between the Client and Company. MA acknowledges that the Company License Agreement/ Client Registration Card specifies the terms under which a Client receives, holds and uses the Package or Service.
-
-Trade Secrets and Source Code.
-
-MA recognizes that the Technology in source form (code or listing) is the exclusive property of Company and/or its Affiliates and is proprietary to and the trade secret of Company and/or its Affiliates. MA agrees that it shall not, by itself or in association with any other party, reproduce, duplicate, copy, decompile, disassemble or reverse engineer the Technology in source form (code or listing) in any media.
-
-MA shall further hold in confidence and shall not disclose any information, algorithms, methods, designs, specifications, and/or know-how in any way relating to the Technology in source form (code or listing) to any other person, firm or corporation whether during the term of this Agreement or after such Agreement has been terminated.
-
-MA shall not have the right to modify the source code to make adaptations to the Technology in conjunction with the sale of the Technology without the written consent of Company. In the event of modified source code, only the modified portion of the code becomes the property of MA, and MA shall treat the modified source code with the same care as with Company source code.
-
-Price Changes and Notification.
-
-Company reserves the right to change its process and/or fees, from time to time, in its sole and absolute discretion. In the event of a price and/or fee change for Technology, Company shall notify MA in writing ninety (90) days prior to the effective date of any such change. All other prices and/or fees may be adjusted without prior notice to MA.
-
-Relationship of the Parties.
-
-MA shall be deemed to be an independent contractor in its relationship with Company. MA shall not hold itself out as an employee or agent of Company other than for the limited purposes of marketing the Technology. No debts or obligations shall be incurred by either party in the other party's name, including execution of the Client Registration Agreements. MA shall have the right to perform certain services for its Clients, such as training, installation and non-contract support and bill its Clients directly for such services. MA specifically understand and agrees that it shall not be treated as an employee with respect to such services as are performed for any applicable tax purposes; and it is further agreed that this Agreement shall not bring MA under the provisions of any local, state, provincial, federal, national, and international regulation wherein coverage thereunder is based upon the relationship of employer and employee.
-
-8
-
-Source: CYBERGY HOLDINGS, INC., 10-Q, 5/20/2014
-
-
-
-
-
-15.
-
-16.
-
-16.1
-
-16.2
-
-16.3
-
-16.4
-
-16.5
-
-Unauthorized Use.
-
-MA shall notify Company promptly of any misuse of unauthorized use of the Technology, which comes to the attention of MA, and shall notify its Clients upon the request of Company when Company believes such Technology are being misused. MA shall cooperate, at Company's reasonable expense, with Company in any action, including any legal action, which Company may feel is necessary in order to protect the Technology.
-
-Warranties by Company.
-
-EXCEPT AS EXCLUSIVELY SET FORTH IN THIS PARAGRAPH, COMPANY DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT RESTRICTED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE HEREBY DISCLAIMED.
-
-COMPANY'S SOLE AND EXCLUSIVE LIABILITY FOR THE WARRANTY PROVIDED IN SUBPARAGRAH (A) HEREOF SHALL BE TO CORRECT THE TECHNOLOGY TO OPERATE IN SUBSTANTIAL ACCORDANCE WITH ITS THEN CURRENT SPECIFICATIONS OR REPLACE, AT ITS OPTION, THE TECHNOLOGY NOT IN COMPLIANCE WITH COMPANY'S AND COMPANY' PUBLISHED SPECIFICATIONS REGARDING THE TECHNOLOGY; PROVIDED, ANY CLAIM FOR BREACH OF WARRANTY UNDER SUBPARAGRAPH (A) HEREOF MUST BE MADE IN WRITING WITHIN (90) DAYS FROM DATE OF SHIPMENT.
-
-IN NO EVENT SHALL COMPANY BE LIABLE TO "MA", ITS CLIENTS, OR ANY THIRD PARTY FOR ANY TORT OR CONTRACT DAMAGES OR INDIRECT, SPECIAL, GENERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR ANTICIPATED PROFITS AND LOSS OF GOODWILL, ARISING IN CONNECTION WITH THE USE (OR INABILITY TO USE) OR DISTRIBUTION OF THE TECHNOLOGY FOR ANY PURPOSE WHATSOEVER.
-
-SOME STATES AND/OR COUNTRIES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS WIHICH MAY VARY FROM STATE TO STATE OR COUNTRY TO COUNTRY.
-
-SOME STATES AND/OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL AND CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
-
-9
-
-Source: CYBERGY HOLDINGS, INC., 10-Q, 5/20/2014
-
-
-
-
-
-17.
-
-18.
-
-18.1
-
-18.2
-
-(a)
-
-(b)
-
-(c)
-
-(d)
-
-18.3
-
-(a)
-
-(b)
-
-Warranties by MA.
-
-MA agrees that any and all warranties made to Client shall be made only by MA. MA acknowledges and agrees that MA will make no representations to its Clients with respect to any warranty made by Company. MA hereby agrees to indemnify and hold Company harmless for any loss, damage, claim or action resulting from MA's failure to comply with any of MA's obligations under this Agreement. MA will be solely responsible for any claims, warranties or representations made by MA or MA's representatives or agents, which differ from the warranties, provided by Company in the applicable end user license agreement(s).   Termination.
-
-This Agreement may be terminated by either party at the expiration of its term or any renewal term upon thirty (30) days written notice to the other party. Company acknowledges that this Agreement shall not be terminated for MA's failure to follow an operating plan, standard procedure, training manual, or substantial equivalent published in Paragraph 3 (k) of this Agreement, except that Company does reserve the right to terminate this Agreement for MA's failure to follow required procedures relating to the processing of sales contracts, invoices and billing related to Technology sold under this Agreement.
-
-Either party may cancel this Agreement upon the occurrence of any of the following:
-
-Material breach of any covenant, term, condition or other provisions of this Agreement, which breach is not remedied within ten (10) days after notice of such breach is received by the breaching party;
-
-Bankruptcy, reorganization, arrangement or insolvency proceedings being instituted by or against a party;
-
-An assignment by a party for the benefit of its creditors;
-
-Consenting to the appointment of a trustee or receiver by a party, or a trustee or receiver being appointed for a party or for a substantial part of its assets.
-
-Upon termination or cancellation of this Agreement for any reason:
-
-All obligations of the non-breaching party, should cancellation be due to breach, shall immediately cease;
-
-MA shall return any and all full and/or partial copies of material related to the Technology, including demonstrations of the Technology, in MA's possession or under its control to Company within ten (10) days following the termination or cancellation date of this Agreement;
-
-10
-
-Source: CYBERGY HOLDINGS, INC., 10-Q, 5/20/2014
-
-
-
-
-
-(c)
-
-(d)
-
-(e)
-
-(f)
-
-(g)
-
-19.
-
-19.1
-
-MA shall not continue to use or employ any part of the Technology as part of any product which MA shall convey, assign, lease, license or transfer to any third parties;
-
-MA shall immediately cease advertising, marketing, promoting and distributing the Technology and shall cease using the trade names, trademarks, service marks and any other proprietary right of Company;
-
-Except as otherwise permitted in writing by Company, MA shall immediately cease selling Annual Technology Maintenance and providing application and technical support for the Technology to Clients;
-
-All outstanding invoices shall immediately become due and payable; and
-
-MA acknowledges and agrees that, in the event of a breach or threatened breach by MA, of the provisions of this Section 18, no adequate remedy at law in money damages will be available to Company that will fairly compensate it and therefore Company will be entitled to an injunction against any such breach or threatened breach by MA.
-
-Confidential Information.
-
-"Confidential Information" Defined. "Confidential Information" includes: (a) the Technology (b) any personally identifiable data or information regarding any end user; (c) any and all information disclosed by Company to MA, in whatever format, that is either identified as or would reasonably be understood to be confidential and/or proprietary; (d) any notes, extracts, analyses or materials prepared by MA which are copies of or derivative works of Confidential Information or from which Confidential Information can be inferred or otherwise understood; and (e) the terms and conditions of this Agreement. "Confidential Information" does not include information received from Company that MA can clearly establish by written evidence: (x) is or becomes known to MA from a third party without an obligation to maintain its confidentiality; (y) is or becomes generally known to the public through no act or omission of MA; or (z) is independently developed by MA without the use of Confidential Information.
-
-11
-
-Source: CYBERGY HOLDINGS, INC., 10-Q, 5/20/2014
-
-
-
-
-
-19.2
-
-19.3
-
-20.
-
-21.
-
-22.
-
-"MA"'s Obligations. MA will make no use of Confidential Information for any purpose except as expressly authorized by this Agreement. Except as expressly provided in this Agreement, MA will not disclose Confidential Information to any third party and will protect and treat all Confidential Information with the same degree of care as it uses to protect its own confidential information of like importance, but in no event with less than reasonable care. Except as expressly provided in this Agreement, MA will not use, make or have made any copies of Confidential Information, in whole or in part, without the prior written authorization of Company. In the event that MA is required to disclose Confidential Information pursuant to law, MA will notify Company of the required disclosure with sufficient time for Company to seek relief, will cooperate with Company in taking appropriate protective measures, and will make such disclosure in a fashion that maximizes protection of the Confidential Information from further disclosure.
-
-Privacy/Data Collection. MA will at all times during the term of this Agreement maintain appropriate technical and organizational measures to protect any end-user data that it collects, accesses or processes in connection with this Agreement against unauthorized or unlawful use, disclosure, processing or alteration. MA will act only on Company's instructions in relation to the collection, use, disclosure and processing of any such end-user data, but in all instances in accordance with all applicable laws, rules and regulations.
-
-Non-assignment.
-
-MA may not assign, sell, lease or otherwise transfer in whole or in party any of the rights granted pursuant to this Agreement without prior written approval of Company.
-
-Amendment.
-
-No amendment, change or variance from this Agreement shall be binding upon either party unless executed in writing and signed by an authorized representative of the party to be charged.
-
-Severability and Construction.
-
-Should any part of this Agreement, for any reason, be declared invalid by a court of competent jurisdiction, such determination shall be not affect the validity of any remaining portion, and such remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid portion eliminated.
-
-12
-
-Source: CYBERGY HOLDINGS, INC., 10-Q, 5/20/2014
-
-
-
-
-
-23.
-
-24.
-
-25.
-
-26.
-
-Notices.
-
-Any notice required under this Agreement shall be deemed to have been given when hand- delivered or on the date of mailing when mailed by standard Mail, postage prepaid, and addressed to the party to receive such notice at the address designated below, or such other address as the party may from time to time direct in writing.
-
-Governing Law; Attorney's Fee.
-
-This Agreement is accepted by Company in the State of Nevada and shall be governed by and construed in accordance with the laws thereof, which laws shall prevail in the event of any conflict. For such limited purpose, MA hereby consents to the personal jurisdiction of any court of competent jurisdiction in the State of Nevada. If any legal action or proceeding is initiated, the prevailing party shall be entitled to all attorney fees, court costs, and expenses in addition to any other relief to which such prevailing party may be entitled.
-
-Equitable Relief.
-
-MA acknowledges that any breach or threatened breach of this Agreement involving an unauthorized use of Confidential Information or Company and/or its Affiliate's intellectual property will result in irreparable harm to Company and/or its Affiliate for which damages would not be an adequate remedy, and therefore, in addition to its rights and remedies otherwise available at law, Company and/or its Affiliate will be entitled to seek injunctive or other equitable relief, as appropriate, and MA hereby waives the right to require Company and/or its Affiliate to post a bond. If Company and/or its Affiliate seeks injunctive or other equitable relief in the event of a breach or threatened breach of this Agreement by MA involving an unauthorized use of Confidential Information or Company and/or its Affiliate intellectual property, MA agrees that it will not allege in any such proceeding that Company and/or its Affiliate remedy at law is adequate. If Company and/or its Affiliate seek any equitable remedies, it will not be precluded or prevented from seeking remedies at law, nor will Company and/or its Affiliate be deemed to have made an election of remedies.
-
-Entire Agreement.
-
-This Agreement contains the entire agreement between the parties, and no representations, statements or inducements, oral or written, not contained herein, shall be binding upon the parties. Company expressly disclaims the making of, and MA acknowledges that it has not received a warranty or guaranty, express or implied, as to the potential volume, profits or success of the business venture contemplated by this Agreement.
-
-13
-
-Source: CYBERGY HOLDINGS, INC., 10-Q, 5/20/2014
-
-
-
-
-
-COMPANY
-
-BIRCH FIRST INVESTMENTS INC. A US Virgin Islands corporation
-
-By: /s/ Pier S. Bjorklund Pier S. Bjorklund, President
-
-This Agreement was executed as of the date set forth above.
-
-MA
-
-MOUNT KNOWLEDGE HOLDINGS INC. A Nevada corporation
-
-By: /s/ James D. Beatty  James D. Beatty, CEO and President
-
-14
-
-Source: CYBERGY HOLDINGS, INC., 10-Q, 5/20/2014
-
-
-
-
-
-1.
-
-Note 1:
-
-Note 2:
-
-Note 3:
-
-Note 4:
-
-Note 5:
-
-Note 6:
-
-2.
-
-(a)
+--------------------------------------------------------------------------------
 
 SCHEDULE A
 
-MARKETING AFFILIATE Technology PRICING AND TERMS
-
-Technology PRICING AND TERMS MATRIX.
-
-MA PURCHASE
-
-LEVEL1
-
-MA QUOTA (UNITS OR
-
-Dollars)2
-
-MA PURCHASE
-
-DISCOUNT3
-
-III $1,000,001 and above 25%
-
-II $100,001 to $1,000,000 20%
-
-I $ 0 to $100,000 15%
-
-PURCHASE LEVEL - refers to level of purchased Technology on an annual basis, subject to annual review of the past twelve months following the anniversary date of this Agreement.
-
-PURCHASE QUOTA - refers to certain purchase amount levels in which MA may receive additional discounts, subject to additional terms and conditions.
-
-PURCHASE DISCOUNT - refers to the applicable discount available to MA purchases made from Company at Levels II and III with Level I being the original purchase price per Unit (or Package) amount for the Technology which MA pays Company.
-
-INITIAL ORDER COMMITMENT - MA commits to purchase a minimum of 100 Units in aggregate within the Territory within the first six months of term of this Agreement.
-
-SALES PERSONS - MA shall at all times have certified sales persons trained by Company on staff in accordance with certain minimums defined by each Purchase Level.
-
-SUPPORT PERSONS - MA shall at all times have certified support persons trained by Company on staff in accordance with certain minimums defined by each Purchase Level.
-
-Technology DESCRIPTION AND PRICING.
-
-The Products approved for sale in this Agreement shall be referred to as "ECO" related platform and content. ("Technology") referred to as:
-
-English Communications Online (ECO) ™
-
-15
-
-Source: CYBERGY HOLDINGS, INC., 10-Q, 5/20/2014
-
-
-
-
-
-(a)
-
-3.
-
-4.
-
-5.
-
-(a)
-
-List Pricing for Technology shall be as follows:
-
-(Price List for products and or services)
-
-SERVICE FEE.
-
-Upon the execution of this Agreement, MA shall pay to Company a quarterly service fee (the "Service Fee") in the amount equal to US $15,000.00 on the first day of each quarter for the Term of this Agreement as set forth in Section 1 hereinabove, for each month that MA has no sales pursuant to this Schedule A, with the first payment due and payable on the date of execution of this Agreement.
-
-TERMS.
-
-Unless otherwise approved by Company, Level I, II and III terms for payment to Company are Net 30 days on Technology licensed from Company.
-
-TERRITORY.
-
-MA is authorized to resell Technology within the following territory according to the terms of the Agreement:
 
-Worldwide
 
-16"""]).launch(share=True)
+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)