EX-10.3





 Exhibit 10.3 

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT 

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 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
Company’s 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 Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the
“SEC”), File Numbers 333-252933 and 333-253557 (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 17,333,333 warrants (or 19,733,333 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: 

AGREEMENT 
 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, 17,333,333 Private Placement Warrants at a price of $1.50 per
warrant for an aggregate purchase price of $26,000,000 (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 Company’s 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 Purchaser’s 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 















	 	
purchase price of up to $3,000,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser
shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to such Over-allotment Closing Date. On
the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment 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 Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. 


 

	C.	 Terms of the Private Placement Warrants. 



 

	 	(i)	 Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the
Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”). 


  

	 	(ii)	 At the time of, or prior to, the closing of the Public Offering, the Company and the Purchaser shall enter into
a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the Class A ordinary
shares underlying the Private Placement Warrants. 


 Section 2. Representations and Warranties of the Company.
As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing
Date) that: 
  

	A.	 Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly
existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition,
operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement. 



 

	B.	 Authorization; No Breach. 



 

	 	(i)	 The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly
authorized by the Company as of the IPO Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to,
the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date. 



 

	 	(ii)	 The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance
and sale of the Private Placement Warrants, the issuance of the Class A ordinary shares upon exercise of the Private Placement Warrants and the fulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not
and will not as of each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance
upon the Company’s share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative
or governmental body or agency pursuant to, the amended and restated memorandum and articles of association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material
law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.




  
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	C.	 Title to Securities. Upon issuance in accordance with, and payment pursuant to, and registration in the
register of members of the Company, the terms hereof and the Warrant Agreement, the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and
non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have
good title to the Private Placement Warrants purchased by it and the Class A ordinary shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than
(i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the
Purchaser. 


  

	D.	 Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing
with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby. 



 

	E.	 Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates,
members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. 



Section 3. Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and
issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that: 

 

	A.	 Organization and Requisite Authority. The Purchaser possesses all requisite power and authority
necessary to carry out the transactions contemplated by this Agreement. 


  

	B.	 Authorization; No Breach. 



 

	 	(i)	 This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a
proceeding in equity or law). 


  

	 	(ii)	 The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the
terms hereof by the Purchaser does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the
creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or
declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public
Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under
federal or state securities laws. 


  

	C.	 Investment Representations. 



 

	 	(i)	 The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants,
the Class A ordinary shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any
public sale or distribution thereof. 



  
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	 	(ii)	 The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D,
and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. 


  

	 	(iii)	 The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific
exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the
Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. 


  

	 	(iv)	 The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general
advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act. 


  

	 	(v)	 The Purchaser has been furnished with all materials relating to the business, finances and operations of the
Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser
understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the
Securities. 


  

	 	(vi)	 The Purchaser understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the
Securities. 


  

	 	(vii)	 The Purchaser understands that: (a) the Securities have not been and are not being registered under the
Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as
specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions
of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination, are deemed
to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities
despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act.



  

	 	(viii)	 The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree
of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment
in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for
liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities. 


  

	 	(ix)	 The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form
set forth in the Warrant Agreement. 



  
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 Section 4. Conditions of the Purchaser’s Obligations. The obligations of the
Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions: 
  

	A.	 Representations and Warranties. The representations and warranties of the Company contained in
Section 2 shall be true and correct at and as of such Closing Date as though then made. 


  

	B.	 Performance. The Company shall have performed and complied with all agreements, obligations and
conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date. 


  

	C.	 No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the
consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement. 


  

	D.	 Warrant Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant
Agreement, in the form of Exhibit A hereto, and the Registration Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser. 



Section 5. Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are
subject to the fulfillment, on or before each Closing Date, of each of the following conditions: 
  

	A.	 Representations and Warranties. The representations and warranties of the Purchaser contained in
Section 3 shall be true and correct at and as of such Closing Date as though then made. 


  

	B.	 Performance. The Purchaser shall have performed and complied with all agreements, obligations and
conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date. 


  

	C.	 Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing
the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder. 


  

	D.	 No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the
consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement. 


  

	E.	 Warrant Agreement. The Company shall have entered into the Warrant Agreement with a warrant agent on
terms satisfactory to the Company. 


 Section 6. Termination. This Agreement may be terminated at any time after
December 31, 2021 upon the election by either the Company or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date. 

Section 7. Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive each
Closing Date. 
 Section 8. Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to
such terms in the Registration Statement on Form S-1 that the Company has filed with the SEC, under the Securities Act. 

  
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 Section 9. Miscellaneous. 

 

	A.	 Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements
contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary
herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof. 


  

	B.	 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement. 


  

	C.	 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which
need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. 


  

	D.	 Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. 



 

	E.	 Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New
York and for all purposes shall be construed in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the laws of another jurisdiction.



  

	F.	 Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except
by a written instrument executed by all parties hereto. 


 [Signature page follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date
first set forth above. 
  

			
	COMPANY:
	
	AUSTERLITZ ACQUISITION CORPORATION II
		
	By:	 	/s/ Michael L. Gravelle
		 	 Name: Michael L. Gravelle
 Title:
General Counsel and Corporate Secretary



  

			
	PURCHASER:
	
	 CANNAE HOLDINGS, LLC

		
	By:	 	/s/ Michael L. Gravelle
		 	 Name: Michael L. Gravelle
 Title:
Managing Director, General Counsel and Corporate Secretary



 [Signature Page to Private Placement Warrants Purchase Agreement] 












 Exhibit A 

Warrant Agreement 

  
 A-1 













 Exhibit B 

Registration Rights Agreement 

  
 B-1