Aurora Acquisition Corp. 20 North Audley Street London W1K 6LX United Kingdom Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 14th, 2021 • Aurora Acquisition Corp. • Blank checks • New York
This letter (this "Amended and Restated Letter Agreement") amends and restates that certain letter agreement dated as of March 3, 2021 (the "Original Letter Agreement") delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into as of March 3, 2021 by and between Aurora Acquisition Corp., a Cayman Islands exempted company (the "Company"), and Barclays Capital Inc., as representative for the several underwriters (the "Underwriter"), relating to an underwritten initial public offering (the "Public Offering") of 25,300,000 of the Company's units (including up to 3,300,000 units that may be purchased by the Underwriter to cover over-allotments, if any) (the "Units"), each comprising one share of the Company's Class A ordinary shares, par value $0.0001 per share, and one-quarter of one redeemable warrant. Each whole warrant (each, a "Warrant") entitles the holder thereof to purchase one share at a price of $11.50 per share, subject to adjustmen
FORM OF AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENTJoinder Agreement • May 14th, 2021 • Aurora Acquisition Corp. • Blank checks • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [·], 202[1], by and among [·], a Delaware corporation f/k/a Aurora Acquisition Corp. (the “Company”), Novator Capital Sponsor Ltd., a limited liability company validly existing under the laws of Cyprus (the “Sponsor”), and certain Persons signatory hereto (and each other Person who, after the date hereof, acquires capital stock of the Company and becomes party to this Agreement by executing a Joinder Agreement (such Persons, the “Stockholders”)). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Merger Agreement (as defined below).
Aurora Acquisition Corp. 20 North Audley Street London W1K 6LX United KingdomLetter Agreement • May 14th, 2021 • Aurora Acquisition Corp. • Blank checks
REDEMPTION SUBSCRIPTION AGREEMENTRedemption Subscription Agreement • May 14th, 2021 • Aurora Acquisition Corp. • Blank checks • Delaware
This REDEMPTION SUBSCRIPTION AGREEMENT (this “Redemption Subscription Agreement”) is entered into as of May 10, 2021, by and among Aurora Acquisition Corp., a Cayman Islands exempted company limited by shares (together with its successors, including after the Domestication (as defined below), the “Issuer”), and Novator Capital Sponsor Ltd. (“Sponsor”, and the initial Subscriber) and BB Trustees SA, as trustee of the Future Holdings Trust (the “Sponsor Guarantor”), and the additional subscribers (each of the initial subscriber and any additional subscriber, a “Subscriber” or “you”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
COMPANY HOLDER SUPPORT AGREEMENTCompany Holder Support Agreement • May 14th, 2021 • Aurora Acquisition Corp. • Blank checks • Delaware
This Company Holder Support Agreement (this “Agreement”) is dated as of May 10, 2021, by and among Aurora Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below)) (“Acquiror”), the Persons set forth on Schedule I hereto (each, a “Major Company Stockholder” and, collectively, the “Major Company Stockholders”), and Better HoldCo, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
ACQUIROR HOLDER SUPPORT AGREEMENTAcquiror Holder Support Agreement • May 14th, 2021 • Aurora Acquisition Corp. • Blank checks • Delaware
This Acquiror Holder Support Agreement (this “Agreement”) is dated as of May 10, 2021, by and among Aurora Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below)) (“Acquiror”), the Persons set forth on Schedule I hereto (each a “Major Acquiror Shareholder” and, collectively, the “Major Acquiror Shareholders”), and Better HoldCo, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among AURORA ACQUISITION CORP., AURORA MERGER SUB I, INC., and BETTER HOLDCO, INC. dated as of MAY 10, 2021Agreement and Plan of Merger • May 14th, 2021 • Aurora Acquisition Corp. • Blank checks
This Agreement and Plan of Merger, dated as of May 10, 2021 (this "Agreement"), is made and entered into by and among Aurora Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the First Effective Time (as defined below)) ("Acquiror"), Aurora Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror ("Merger Sub"), and Better HoldCo, Inc., a Delaware corporation (the "Company").
Novator Capital Sponsor Ltd. 20 North Audley Street London W1K 6LX United Kingdom May 10, 2021Aurora Acquisition Corp. • May 14th, 2021 • Blank checks
Reference is made to that certain Merger Agreement, dated as of the date hereof (as it may be amended, the "Merger Agreement"), by and among (i) Aurora Acquisition Corp., a Cayman Islands company ("Acquiror"), (ii) Aurora Merger Sub I, Inc., a Delaware corporation, and (iii) Better Holdco, Inc., a Delaware corporation (the "Company"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Merger Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 14th, 2021 • Aurora Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Sponsor Subscription Agreement”) is entered into as of May 10, 2021, by and among Aurora Acquisition Corp., a Cayman Islands exempted company limited by shares (together with its successors, including after the Domestication (as defined below), the “Issuer”), and Novator Capital Sponsor Ltd. (“Sponsor”, “you” and the initial “Subscriber”), BB Trustees SA, as trustee of the Future Holdings Trust (the “Sponsor Guarantor”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 14th, 2021 • Aurora Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of May 10, 2021, by and among Aurora Acquisition Corp., a Cayman Islands exempted company limited by shares (together with its successors, including after the Domestication (as defined below), the “Issuer”), and SB Northstar LP, a Cayman Islands exempted limited partnership (“Subscriber” or “you”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
