INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement (this Agreement) is made effective as of March 2, 2021 by and between Austerlitz Acquisition Corporation II (the Company) and Continental Stock Transfer & Trust Company, a New York corporation (the Trustee).
WHEREAS, the Companys registration statement on Form S-1, Nos. 333-252933 and 333-253557 (the Registration Statement) and prospectus (the Prospectus), for its initial public offering of the Companys units (the Units), each of which consists of one of the Companys Class A ordinary shares, par value $0.0001 per share (the Class A ordinary shares), and one-fourth of one warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share (such initial public offering hereinafter referred to as the Offering), has been declared effective as of the date hereof (the Effective Date) by the U.S. Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);
WHEREAS, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and BofA Securities, Inc. are acting as the representatives (the Representatives) of the underwriters (the Underwriters) in the Offering pursuant to an underwriting agreement among the Company and the Underwriters (Underwriting Agreement);
WHEREAS, simultaneously with the Offering, Cannae Holdings, LLC will be purchasing 17,333,333 warrants (Private Placement Warrants) from the Company for an aggregate purchase price of approximately $26,000,000 (and additional amounts of Private Placement Warrants from the Company if the Underwriters exercise their over-allotment option, up to 19,733,333 Private Placement Warrants for an aggregate purchase price of approximately $29,600,000 if the Underwriters over-allotment option is exercised in full);
WHEREAS, as described in the Prospectus, and in accordance with the Companys Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time (the Charter), $1,200,000,00 of the gross proceeds of the Offering and sale of the Private Placement Warrants ($1,380,000,00 if the Underwriters over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the Trust Account) for the benefit of the Company and the holders of the Companys Class A ordinary shares issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee will be referred to herein as the Property; the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the Public Shareholders, and the Public Shareholders and the Company will be referred to together as the Beneficiaries);
WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $42,000,000, or $48,300,000 if the Underwriters over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may become payable by the Company to the Underwriters upon the completion of an initial business combination (as described in the Prospectus, a Business Combination) (the Deferred Discount); and
WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.