JOINDER AGREEMENT
Exhibit 10.29
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (each, a “Joining Party”) in accordance with the Registration Rights Agreement dated as of August 22, 2023 (as the same may be amended from time to time, the “Registration Rights Agreement”) among Better Home & Finance Holding Company, a Delaware corporation (the “Company”), and the other persons or entities named as parties therein (as defined thereto).
Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Registration Rights Agreement.
By executing and delivering this Joinder Agreement to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, each of the undersigned hereby agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Stockholder owning Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein and the undersigned shall be deemed a Legacy Target Stockholder for all purposes under the Registration Rights Agreement; provided, however, that (a) such designation shall not adversely affect the rights or obligations of any other Legacy Target Stockholder with respect to the determination of whether the minimum threshold number of Registrable Securities held by Legacy Target Stockholders to demand an Underwritten Offering pursuant to Section 2.02(a) is held by such Legacy Target Stockholders, in which case the Registrable Securities held by the undersigned shall be disregarded solely for the purpose of such determination, and (b) the undersigned shall collectively have no more than two (2) Underwritten Offerings upon their demand pursuant to Section 2.02(a) and any Underwritten Offering requested by the undersigned shall not be taken into account for purposes of counting the maximum number of Underwritten Offerings afforded to the Legacy Target Stockholders set out in the proviso in Section 2.02(a).
IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.
Date: October 11, 2023 | ||||||||
| SVF II Beaver (DE) LLC | ||||||||
| By: | /s/ Xxxxxxxx Xxxxxxx | |||||||
| Name: Xxxxxxxx Xxxxxxx | ||||||||
| Title: Director | ||||||||
| Address for Notices: | ||||||||
| c/o SB Investment Advisers (UK) Limited | ||||||||
| 00 Xxxxxxxxx Xxxxxx | ||||||||
| London W1K 3JP UK | ||||||||
| Registrable Securities on the date hereof: 55,188,435 Class B Common Stock, 6,877,283 Class C Common Stock | ||||||||
[Signature Page to the Registration Rights Agreement Xxxxxxx]
IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.
Date: October 11, 2023 | ||||||||
| SB NORTHSTAR LP | ||||||||
| By: | /s/ Xxxxxxx Xxx | |||||||
| Name: Xxxxxxx Xxx | ||||||||
| Title: Authorized Signatory | ||||||||
| Address for Notices: | ||||||||
| c/o Walkers Corporate Limited | ||||||||
| 000 Xxxxx Xxxxxx | ||||||||
| Xxxxxx Town, Grand Cayman | ||||||||
| Cayman Islands | ||||||||
| Registrable Securities on the date hereof: Class A Common Stock issuable pursuant to 1.00% Senior Subordinated Convertible Notes | ||||||||
[Signature Page to the Registration Rights Agreement Xxxxxxx]
Acknowledged and agreed:
Date: October 11, 2023 | ||||||||
| BETTER HOME & FINANCE HOLDING COMPANY | ||||||||
| By: | /s/ Xxxxx Xxxx | |||||||
| Name: | Xxxxx Xxxx | |||||||
| Title: | Chief Financial Officer and President | |||||||
[Signature Page to the Registration Rights Agreement Xxxxxxx]
