REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2021 • Aurora Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 3, 2021, is made and entered into by and among Aurora Acquisition Corp., a Cayman Islands exempted company (the "Company"), Novator Capital Sponsor Ltd., a limited liability company validly existing and in good standing under the laws of Cyprus (the "Sponsor"), and each of the undersigned parties listed on the signature page hereto under "Holders" (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a "Holder" and collectively the "Holders").
22,000,000 Units Aurora Acquisition Corp. London W1K 6LX United Kingdom ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2021 • Aurora Acquisition Corp. • Blank checks • New York
Aurora Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell 22,000,000 units (the “Firm Units”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company and one-quarter of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 3,300,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters. If no other Underwriters are listed on Schedule I hereto, each of the terms Representatives and Underwriters shall re
AURORA CAPITAL HOLDING CORP. Maples Corporate Services Limited, PO Box 309, Ugland House Grand Cayman, KY1-1104 Cayman IslandsAurora Acquisition Corp. • February 24th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on December 9, 2020 by and between Novator Capital Sponsor Ltd., a wholly-owned subsidiary of Novator Capital D Ltd., bearing registration number HE 412445 with its registered office at Suite 202, 2nd floor, 2 Amphipoleos Street, 2025 Nicosia, Cyprus, or its registered assigns or successors in interest; (the “Subscriber” or “you”), and Aurora Capital Holding Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 24th, 2021 • Aurora Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February , 2021, by and between Aurora Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ________________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • March 9th, 2021 • Aurora Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this "Agreement"), dated as of the 3rd of March, 2021, is by and between Aurora Acquisition Corp., a Cayman Islands exempted company (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agent," also referred to herein as the "Transfer Agent").
WARRANT AGREEMENTWarrant Agreement • February 11th, 2022 • Aurora Acquisition Corp. • Loan brokers • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of the 3rd of March, 2021, is by and between Aurora Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 28th, 2023 • Better Home & Finance Holding Co • Loan brokers • Delaware
This Indemnification Agreement (this “Agreement”) is made as of ________________ by and between Better Home & Finance Holding Company, a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company (and its predecessors) and Indemnitee covering indemnification and advancement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 25th, 2022 • Aurora Acquisition Corp. • Loan brokers • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 3, 2021 by and between Aurora Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 24th, 2021 • Aurora Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [February [●]], 2021 by and between Aurora Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 9th, 2021 • Aurora Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 3, 2021 by and between Aurora Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2023 • Aurora Acquisition Corp. • Loan brokers • New York
Employment Agreement (the “Agreement”), dated as of 10/18/2022, by and between Better Holdco, Inc., a Delaware corporation (together with its affiliates, the “Company”), with its principal offices at 175 Greenwich Street, New York, NY 10007, and Nicholas J. Calamari (“Executive”).
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
AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENTJoinder Agreement • August 28th, 2023 • Better Home & Finance Holding Co • Loan brokers • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 22, 2023, by and among Better Home & Finance Holding Company, 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).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 9th, 2021 • Aurora Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of March 3, 2021, is entered into by and between Aurora Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the purchasers named on Schedule 1 hereto (each a “Purchaser” and collectively, the “Purchasers”).
AURORA ACQUISITION CORP. Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman, KY1-1104, Cayman IslandsLetter Agreement • March 9th, 2021 • Aurora Acquisition Corp. • Blank checks • New York
This letter agreement (this "Agreement") by and between Aurora Acquisition Corp. (the "Company") and Novator Capital Sponsor Ltd. (the "Sponsor"), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the "Listing Date"), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the "Registration Statement") and continuing until the earlier of the consummation by the Company of an initial business combination or the Company's liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the "Termination Date"):
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 9th, 2021 • Aurora Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this "Agreement") is made as of the 3rd day of March 2021, by and between Aurora Acquisition Corp., a Cayman Islands exempted company (the "Company"), with a principal place of business at 20 North Audley Street, London W1K 6LX, United Kingdom, and Novator Capital Sponsor Ltd., a limited liability company validly existing and in good standing under the laws of Cyprus (the "Subscriber"), with a principal place of business at Amfipoleos 2, 2nd Floor Flat/Office 202, Strovolos 2025, Nicosia, Cyprus.
JOINT FILING AGREEMENTJoint Filing Agreement • September 1st, 2023 • Better Home & Finance Holding Co • Loan brokers
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Re: Amendment to Employment Agreement Dear Kevin:Employment Agreement • April 8th, 2024 • Better Home & Finance Holding Co • Loan brokers
Reference is made to the Employment Agreement by and between Better Home & Finance Holding Company (f/k/a Better Holdco, Inc., the “Company”) and you, dated as of April 5, 2022 (the “Employment Agreement”). By this letter (this “Amendment”), you and the Company acknowledge the amendment of the Employment Agreement, effective as of April 5, 2022. Capitalized terms not defined herein shall have the meaning ascribed to them in the Employment Agreement.
STOCK OPTION AGREEMENT — EARLY EXERCISE BETTER HOLDCO, INC.Stock Option Agreement • October 12th, 2023 • Better Home & Finance Holding Co • Loan brokers • Delaware
Unless otherwise defined herein, the terms defined in the 2017 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement – Early Exercise (the “Option Agreement”).
VISHAL GARG NEW YORK, NY 10007 November 30, 2021Letter Agreement • July 14th, 2022 • Aurora Acquisition Corp. • Loan brokers
This letter agreement (this “Letter Agreement”) is being entered into in connection with the obligation of SB Northstar LP, a Cayman Islands exempted limited partnership (the “Committed Party”) to purchase $750,000,000 aggregate principal amount (the “Commitment Amount”) of convertible promissory notes (the “Convertible Notes”) issued by Aurora Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Issuer”), convertible into shares of Class A common stock of the Issuer, on certain terms agreed to among the Issuer, Better HoldCo, Inc., a Delaware corporation (the “Company”) and the Committed Party (the foregoing, the “Commitment”).
AMENDMENT NO. 3 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • December 2nd, 2021 • Aurora Acquisition Corp. • Loan brokers
This AMENDMENT NO. 3 TO MERGER AGREEMENT (this “Amendment”) is entered into as of November 30, 2021, by and among Better HoldCo, Inc., a Delaware corporation (the “Company”), Aurora Acquisition Corp., a Cayman Islands exempted company limited by shares (“Acquiror”), and Aurora Merger Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of Acquiror (“Merger Sub”, and together with the Company and Acquiror, the “Parties”), amends that certain Agreement and Plan of Merger, dated as of May 10, 2021 (as amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among the Parties. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Merger Agreement.
PERSONAL LOAN TERMINATION AGREEMENTPersonal Loan Termination Agreement • August 28th, 2023 • Better Home & Finance Holding Co • Loan brokers
THIS PERSONAL LOAN TERMINATION AGREEMENT (this “Termination Agreement”) is made this August 21, 2023, by and among Vishal Garg (“Borrower”) and Better Holdco, Inc. (“Lender”) (each a “Party” and together the “Parties”).
December 6, 2016 Better MortgageAurora Acquisition Corp. • July 14th, 2022 • Loan brokers
BETTER HOLDCO, INC.Restricted Stock Unit Agreement • October 12th, 2023 • Better Home & Finance Holding Co • Loan brokers • Delaware
Unless otherwise defined herein, the terms defined in the 2017 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Agreement (the “RSU Agreement”).
SPONSOR PURCHASE SUBSCRIPTION AGREEMENTSponsor Purchase Subscription Agreement • August 28th, 2023 • Better Home & Finance Holding Co • Loan brokers • Delaware
This Subscription Agreement (this “Agreement”), dated as of August 22, 2023,, is entered into by and between Better Home & Finance Holding Company, a Delaware corporation (the “Company”) and Novator Capital Sponsor Ltd. (the “Purchaser” or the “Sponsor”).
Aurora Acquisition Corp. 20 North Audley Street London W1K 6LX United KingdomLetter Agreement • May 14th, 2021 • Aurora Acquisition Corp. • Blank checks
JOINDER AGREEMENTJoinder Agreement • October 12th, 2023 • Better Home & Finance Holding Co • Loan brokers
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).
AMENDMENT NO. 1 TO THE SUBSCRIPTION AGREEMENTThe Subscription Agreement • December 2nd, 2021 • Aurora Acquisition Corp. • Loan brokers
This AMENDMENT NO 1 TO SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into as of November 30, 2021, by and among Aurora Acquisition Corp., a Cayman Islands exempted company limited by shares (together with its successors, including after the Domestication, the “Issuer”), SB Northstar LP, a Cayman Islands exempted limited partnership (“Subscriber” or “you”), and Better HoldCo, Inc., a Delaware corporation (the “Company”), and amends that certain Subscription Agreement, dated as of May 10, 2021, by and among the Issuer and Subscriber (the “Subscription Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Subscription Agreement.
EMPLOYMENT AGREEMENTIndemnification Agreement • May 11th, 2023 • Aurora Acquisition Corp. • Loan brokers • New York
Employment Agreement (the “Agreement”), dated as of April 5, 2022 , by and between Better Holdco, Inc., a Delaware corporation (together with its affiliates, the “Company”), with its principal offices at 175 Greenwich Street, New York, NY 10007, and Kevin Ryan (“Executive”).
AURORA ACQUISITION CORP. Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman, KY1-1104, Cayman IslandsLetter Agreement • April 25th, 2022 • Aurora Acquisition Corp. • Loan brokers • New York
This letter agreement (this “Agreement”) by and between Aurora Acquisition Corp. (the “Company”) and Novator Capital Sponsor Ltd. (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Better Home & Finance Holding Company. 3 World Trade Center, 57th FloorNew York, NY 10007Transaction Bonus Agreement • September 29th, 2023 • Better Home & Finance Holding Co • Loan brokers
This DeSPAC Transaction Bonus Agreement (this “Agreement”) establishes the terms of your transaction bonus opportunity with Better Home & Finance Holding Company and its subsidiaries or assigns (“Better,” the “Company,” “we” or “us”). Your work significantly contributed to the DeSPAC transaction and we greatly appreciate your efforts. In addition, we consider your continued service and dedication to Better essential to our business. To incentivize you to remain employed with Better, we are pleased to offer you a transaction bonus with a retention component, approved by the Better Board of Directors, as described in this Agreement.
LIMITED WAIVER TO AMENDED AND RESTATED LETTER AGREEMENT February 23, 2023Letter Agreement • February 23rd, 2023 • Aurora Acquisition Corp. • Loan brokers
This LIMITED WAIVER TO AMENDED AND RESTATED LETTER AGREEMENT (this “Waiver”), dated as of February 23, 2023, is entered into by and between Aurora Acquisition Corp., a Cayman Islands exempted company (the “Company”), Novator Capital Sponsor Ltd., a Cyprus limited liability company (the “Sponsor”), certain individuals, each of whom is a member of the board of directors and/or management team of the Company (each, an “Insider” and collectively, the “Insiders”) and Better HoldCo, Inc., a Delaware corporation (“Better”).
Better Holdco, Inc.Aurora Acquisition Corp. • July 14th, 2022 • Loan brokers
Reference is hereby made to, and this side letter (this “Side Letter”) is hereby incorporated by reference into, the Master Loan Purchase Agreement, dated as of January 14, 2022, as the same may be amended, supplemented, or otherwise modified from time to time (the “Agreement”), between Notable Finance, LLC (“Seller”) and Better Trust I (“Purchaser”). Any capitalized term used but not defined herein shall have the meaning assigned to such term in the Agreement.
AMENDMENT NO. 1 TO THE SPONSOR SUBSCRIPTION AGREEMENTSponsor Subscription Agreement • December 2nd, 2021 • Aurora Acquisition Corp. • Loan brokers
This AMENDMENT NO 1 TO SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into as of November 30, 2021, by and among Aurora Acquisition Corp., a Cayman Islands exempted company limited by shares (together with its successors, including after the Domestication, the “Issuer”), Novator Capital Sponsor Ltd. (“Sponsor”, “you” and the initial “Subscriber”), BB Trustees SA, as trustee of the Future Holdings Trust (the “Sponsor Guarantor”, and together with the Issuer and Sponsor, the “Parties”), and Better HoldCo, Inc., a Delaware corporation (the “Company”) and amends that certain Subscription Agreement, dated as of May 10, 2021, by and among the Issuer, the Subscriber, and the Sponsor Guarantor (the “Sponsor Subscription Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Sponsor Subscription Agreement.
August 25, 2016 Better Mortgage New York, New York, 10013 DATA AND ANALYTICS SERVICES AGREEMENT (“Agreement”)Data and Analytics Services Agreement • July 14th, 2022 • Aurora Acquisition Corp. • Loan brokers
This agreement (the “Agreement”) is entered into between (i) thenumber, LLC , (“thenumber”) and (ii) Avex Funding Corp. d/b/a Better Mortgage (together with its affiliates, the “Client”) in connection to the provision of data and analytics services by thenumber to Client.
