INDEMNITY AGREEMENTIndemnity Agreement • March 3rd, 2021 • Austerlitz Acquisition Corp II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 2, 2021, by and between Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and the undersigned (the “Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 3rd, 2021 • Austerlitz Acquisition Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 25, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the “Company”) and Cannae Holdings, LLC, a Delaware limited liability company (“Cannae Holdings”) (the “Purchaser”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 22nd, 2021 • Austerlitz Acquisition Corp II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [•], 2021, by and between Austerlitz Acquisition Corporation II, a Cayman Islands exempted limited company (the “Company”) and Cannae Holdings, Inc., a Delaware corporation (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2021 • Austerlitz Acquisition Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 2, 2021, by Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), Cannae Holdings, Inc., a Delaware limited liability company (“Cannae Holdings”) and Austerlitz Acquisition Sponsor, LP II, a Cayman Islands exempted limited partnership (the “Sponsor”, together with Cannae Holdings and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT between AUSTERLITZ ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 2, 2021Warrant Agreement • March 3rd, 2021 • Austerlitz Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 2, 2021, is by and between Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 3rd, 2021 • Austerlitz Acquisition Corp II • Blank checks • New York
Austerlitz Acquisition Corporation II Las Vegas, NV 89134Letter Agreement • March 3rd, 2021 • Austerlitz Acquisition Corp II • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the “Company”) and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters listed on Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
100,000,000 Units Austerlitz Acquisition Corporation II UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2021 • Austerlitz Acquisition Corp II • Blank checks • New York
Austerlitz Acquisition Corporation II Las Vegas, NV 89134Letter Agreement • March 3rd, 2021 • Austerlitz Acquisition Corp II • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters listed on Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 22nd, 2022 • Austerlitz Acquisition Corp II • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of November 22, 2022, is made by and between Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Austerlitz Acquisition Corporation IIAusterlitz Acquisition Corp II • February 16th, 2021 • Blank checks
Austerlitz Acquisition Corporation IIAusterlitz Acquisition Corp II • March 3rd, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Austerlitz Acquisition Corporation II (the “Company”) and continuing until the earlier of (i) the completion by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Cannae Holdings, Inc. (“Cannae Holdings”) or an affiliate thereof shall take steps, directly or indirectly, to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1701 Village Center Circle, Las Vegas, NV 89134 (or any successor location). In exchange therefore, the Company shall pay Cannae Holdings a sum of $5,000 per month, respectively, on t
Austerlitz Acquisition Corporation II Las Vegas, NV 89134Austerlitz Acquisition Corp II • January 12th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 5, 2021 by and between Austerlitz Acquisition Sponsor, LP II, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), and Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 24,642,857 Class B ordinary shares, $0.0001 par value per share, of the Company (the “Class B Shares”), and 24,642,857 Class C ordinary shares, $0.0001 par value per share, of the Company (the “Class C Shares” and, together with the Class B Shares, the “Shares”), up to which 3,214,286 Class B Shares and 3,214,286 Class C Shares are subject to surrender and cancellation by you if the underwriters of the initial public offering (the “IPO”) of units (the “Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”).
