PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
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 Cannae Holdings, LLC, a Delaware limited liability company (Cannae Holdings) (the Purchaser).
WHEREAS, the Company intends to consummate an initial public offering of the Companys units (the Public Offering), each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a Class A ordinary share), and one-fourth of one redeemable warrant;
WHEREAS, each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per ordinary share, as set forth in the Companys Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the SEC), File Number 333-252933 (the Registration Statement), under the Securities Act of 1933, as amended (the Securities Act); and
WHEREAS, the Purchaser has agreed to purchase an aggregate of 14,666,667 warrants (or 16,666,667 warrants in the aggregate if the over-allotment option in connection with the Public Offering is exercised in full) (the Private Placement Warrants), each Private Placement Warrant entitling the holder to purchase one Class A ordinary share at an exercise price of $11.50 per Class A ordinary share, at a price of $1.50 per warrant.
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
Section 1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants.
|A. || |
Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.
|B. || |
Purchase and Sale of the Private Placement Warrants.
| ||(i) || |
On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the IPO Closing Date), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 14,666,667 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $22,000,000 (the Purchase Price). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company, to the trust account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Companys wiring instructions (the Trust Account), at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchasers name to the Purchaser or effect such delivery in book-entry form.
| ||(ii) || |
On the date of any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an Over-allotment Closing Date, and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a Closing Date), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 2,000,000 Private Placement Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate