INDEMNITY AGREEMENTIndemnification Agreement • February 16th, 2021 • Austerlitz Acquisition Corp II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 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 • February 16th, 2021 • Austerlitz Acquisition Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 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 Austerlitz Acquisition Sponsor, LP II, a Cayman Islands exempted limited partnership (the “Purchaser”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 16th, 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 • February 16th, 2021 • Austerlitz Acquisition Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•], 2021, by Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Austerlitz Acquisition Sponsor, LP II, 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 II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • February 16th, 2021 • Austerlitz Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 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 • February 16th, 2021 • Austerlitz Acquisition Corp II • Blank checks • New York
Austerlitz Acquisition Corporation II Las Vegas, NV 89134Underwriting Agreement • February 16th, 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.
Austerlitz Acquisition Corporation II Las Vegas, NV 89134Underwriting Agreement • February 16th, 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 16th, 2021 • Austerlitz Acquisition Corp II • Blank checks • New York
Austerlitz Acquisition Corporation IIOffice Space and Administrative Services Agreement • February 16th, 2021 • Austerlitz Acquisition Corp II • Blank checks
