INDEMNITY AGREEMENTIndemnity Agreement • March 3rd, 2021 • Austerlitz Acquisition Corp I • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 2, 2021, by and between Austerlitz Acquisition Corporation I, 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 I • 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 I, a Cayman Islands exempted company (the “Company”) and Austerlitz Acquisition Sponsor, LP I, a Cayman Islands exempted limited partnership (the “Purchaser”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 22nd, 2021 • Austerlitz Acquisition Corp I • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 2021, by and between Austerlitz Acquisition Corporation I, a Cayman Islands exempted limited company (the “Company”) and Cannae Holdings, Inc., a Delaware corporation (the “Purchaser”).
50,000,000 Units Austerlitz Acquisition Corporation I UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2021 • Austerlitz Acquisition Corp I • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2021 • Austerlitz Acquisition Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 2, 2021, by Austerlitz Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and Austerlitz Acquisition Sponsor, LP I, a Cayman Islands exempted limited partnership (the “Sponsor”, together with 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 I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 2, 2021Warrant Agreement • March 3rd, 2021 • Austerlitz Acquisition Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 2, 2021, is by and between Austerlitz Acquisition Corporation I, 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 I • Blank checks • New York
Austerlitz Acquisition Corporation I Las Vegas, NV 89134Underwriting Agreement • March 3rd, 2021 • Austerlitz Acquisition Corp I • 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 I, 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.
Austerlitz Acquisition Corporation I Las Vegas, NV 89134Underwriting Agreement • March 3rd, 2021 • Austerlitz Acquisition Corp I • 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 I, 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.
BACKSTOP FACILITY AGREEMENTBackstop Facility Agreement • May 10th, 2021 • Austerlitz Acquisition Corp I • Blank checks • Delaware
This Backstop Facility Agreement (this “Agreement”) is entered into as of May 10, 2021, by and among Austerlitz Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and Cannae Holdings, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in that certain Business Combination Agreement, dated as of the date hereof, by and among the Company, Wynn Interactive Ltd., an exempted company limited by shares incorporated in Bermuda (“Wave”), and Wave Merger Sub Limited, an exempted company limited by shares incorporated in Bermuda and direct, wholly owned subsidiary of AAC (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Business Combination Agreement”).
Austerlitz Acquisition Corporation I Las Vegas, NV 89134 Wynn Interactive Ltd. c/o Wynn Resorts, Limited Las Vegas Blvd, S 3131 Las Vegas, NV 89109 Re: Sponsor Agreement Ladies and Gentlemen:Sponsor Agreement • May 10th, 2021 • Austerlitz Acquisition Corp I • Blank checks
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of the date hereof, by and among Austerlitz Acquisition Corporation I, a Cayman Islands exempted company (“AAC”), Wynn Interactive Ltd., an exempted company limited by shares incorporated in Bermuda (the “Company”), and the other party thereto, and hereby amends and restates in its entirety (a) that certain letter, dated March 2, 2021, from Austerlitz Acquisition Sponsor, LP I, a Cayman Islands exempted limited partnership (the “Sponsor”) to AAC (the “Prior Sponsor Letter Agreement”) and (b) that certain letter, dated March 2, 2021 from each of the persons undersigned thereto to AAC (the “Prior Insider Letter Agreement” and, together with the Prior Sponsor Letter Agreement, the “Prior Letter Agreements”). Certain capitalized terms used herein are defined in Paragraph 11. Capitalized terms used but not defined he
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 22nd, 2022 • Austerlitz Acquisition Corp I • Services-miscellaneous amusement & recreation • 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 I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • May 10th, 2021 • Austerlitz Acquisition Corp I • Blank checks • New York
This MUTUAL TERMINATION AGREEMENT, dated as of May 10, 2021 (this “Agreement”), is made by and between Austerlitz Acquisition Corporation I, a Cayman Islands exempted limited company (the “Company”) and Cannae Holdings, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to such terms in the Forward Purchase Agreement (as defined below).
Austerlitz Acquisition Corporation IOffice Space and Administrative Services Agreement • March 3rd, 2021 • Austerlitz Acquisition Corp I • 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 I (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 th
BUSINESS COMBINATION AGREEMENT by and among AUSTERLITZ ACQUISITION CORPORATION I, WAVE MERGER SUB LIMITED AND WYNN INTERACTIVE LTD. dated as of May 10, 2021Business Combination Agreement • May 10th, 2021 • Austerlitz Acquisition Corp I • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of May 10, 2021, by and among Austerlitz Acquisition Corporation I, a Cayman Islands exempted company (“AAC”), Wave Merger Sub Limited, an exempted company limited by shares incorporated in Bermuda and a direct, wholly owned subsidiary of AAC (“Merger Sub”), and Wynn Interactive Ltd., an exempted company limited by shares incorporated in Bermuda (the “Company”). AAC, the Company and Merger Sub are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
Austerlitz Acquisition Corporation I Las Vegas, NV 89134Securities Subscription Agreement • February 10th, 2021 • Austerlitz Acquisition Corp I • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 4, 2021 by and between Austerlitz Acquisition Sponsor, LP I, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), and Austerlitz Acquisition Corporation I, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 12,321,429 Class B ordinary shares, $0.0001 par value per share, of the Company (the “Class B Shares”), and 12,321,429 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 1,607,143 Class B Shares and 1,607,143 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”).
Austerlitz Acquisition Corporation IOffice Space and Administrative Services Agreement • February 16th, 2021 • Austerlitz Acquisition Corp I • Blank checks
