REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of , 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).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of January 5, 2021, pursuant to which the Sponsor purchased an aggregate of 24,642,857 Class B ordinary shares, par value $0.0001 per share (the Founder Shares) of the Company and an aggregate of 24,642,857 Class C ordinary shares, par value $0.0001 per share (the Alignment Shares);
WHEREAS, the Sponsor subsequently transferred an aggregate of 75,000 Founder Shares and 75,000 Alignment Shares to the other Holders;
WHEREAS, the Founder Shares and Alignment Shares are convertible into the Companys Class A ordinary shares, par value $0.0001 per share (the Class A Ordinary Shares), on the terms and conditions provided in the Companys amended and restated memorandum and articles of association, as the same may be amended from time to time;
WHEREAS, on , 2021, the Company and Cannae Holdings entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which Cannae Holdings agreed to purchase 14,666,667 Warrants (or up to 16,666,667 Warrants if the over-allotment option in connection with the Companys initial public offering is exercised in full) (the Private Placement Warrants) in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement;
NOW, THEREFORE, in consideration of the representations, covenants and agreements set forth herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS. The following capitalized terms used herein, for all purposes of this Agreement, have the following meanings:
Adverse Disclosure is defined in Section 3.6.
Agreement means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
Alignment Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the Class A Ordinary Shares issuable upon conversion thereof.