ANNEX B
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this Amendment Agreement), dated as
of [●] 2022, is made by and between Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the Company), and Continental Stock Transfer & Trust Company, a New York corporation (the
Trustee).
WHEREAS, the parties hereto are parties to that certain Investment Management Trust Agreement dated
as of March 2, 2021 (the Trust Agreement);
WHEREAS, following the closing of the Offering and as of
March 2, 2021, a total of $1,380,000,000 of the net proceeds from the Offering was placed in the Trust Account;
WHEREAS,
Section 1(i) of the Trust Agreement provides that the Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account, including interest (less up to $100,000 of interest that may be released to the Company to pay
dissolution expenses and which interest shall be net of any taxes payable) (x) pursuant to the terms of that certain letter from the Company in a form substantially similar to that attached to the Trust Agreement as Exhibit A or Exhibit B, as
applicable, or (y) to the Public Shareholders of record as of the date which is the later of 24 months after the closing of the Offering and such later late as may be approved by the Companys shareholders in accordance with the
Companys Charter;
WHEREAS, Section 6(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement
may only be modified, amended or deleted with the affirmative vote of sixty five percent (65%) or more of the then outstanding Class A ordinary shares, par value $0.0001 per share (the Class A Ordinary
Shares) and Class B ordinary shares, par value $0.0001 per share, of the Company (the Class B Ordinary Shares) voting together as a single class; and
WHEREAS, pursuant to an extraordinary general meeting of the shareholders of the Company held on the date hereof, at least sixty five
percent (65%) of the then issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class, voted affirmatively to approve this Amendment Agreement;
WHEREAS, pursuant to an extraordinary general meeting of the shareholders of the Company held on the date hereof, shareholders of the
Company have passed a special resolution to adopt the second amended and restated memorandum and articles of association of the Company (the Second Amended Articles) to amend and restate the Companys Charter; and
WHEREAS, each of the Company and the Trustee desires to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions. Capitalized terms contained in this Amendment Agreement, but not specifically defined in this Amendment, shall
have the meanings ascribed to such terms in the Trust Agreement.
2. Amendment to the Trust Agreement. Effective as of the
execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
(i) Commence
liquidation of the Trust Account only and promptly (x) after receipt of, and only in accordance with, the terms of a letter from the Company (Termination Letter) in a form