REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 24th, 2021 • Aurora Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [•], 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").
UNDERWRITING AGREEMENTUnderwriting Agreement • February 24th, 2021 • Aurora Acquisition Corp. • Blank checks • New York
Aurora Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell 20,000,000 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 3,000,000 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 • February 24th, 2021 • Aurora Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of the [●] of February, 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”).
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”).
Aurora Acquisition Corp. London W1K 6LX United Kingdom Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 24th, 2021 • Aurora Acquisition Corp. • Blank checks
This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") to be entered into 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 23,000,000 of the Company's units (including up to 3,000,000 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 adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the "Prospectus"), f
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • February 24th, 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 February [l], 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 • February 24th, 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 • February 24th, 2021 • Aurora Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [•] day of February 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.
