Bridge Note Purchase
Agreement
On November 30, 2021, Aurora entered into a convertible bridge
note purchase agreement (the “Bridge Note Purchase Agreement”)
with Better and the persons and entities named therein (the
“Purchasers”). Under
the Bridge Note Purchase Agreement, Better will issue up to
$750,000,000 of bridge notes that convert to shares of Class A
common stock of Aurora in connection with the closing of the
Business Combination, with SB Northstar LP and Novator Capital
Sponsor Ltd., as Purchasers, purchasing $650 million and
$100 million respectively, of such convertible bridge
notes.
The foregoing description of the Bridge Note Purchase Agreement
does not purport to be complete and is subject to, and qualified in
its entirety by the terms and conditions of the Bridge Note
Purchase Agreement, a copy of which is filed as Exhibit 10.1, to this Current
Report, and incorporated herein by reference.
Amendment to PIPE Subscription
Agreement
As previously reported in the Current Report on Form 8-K filed by Aurora with the SEC on
May 14, 2021, Aurora previously entered into a subscription
agreement (the “PIPE
Subscription Agreement”), dated as of May 10, 2021,
with SB Northstar LP (“Subscriber”), pursuant to which,
among other things, Subscriber agrees to subscribe for and purchase
a number of shares of Class A common stock and Class C
common stock with a combined aggregate value at the per share price
of $10.00 equal to $1,500,000,000, subject to adjustment as further
described therein.
On November 30, 2021, Aurora entered into an amendment of the
PIPE Subscription Agreement (the “PIPE Subscription Agreement
Amendment”) with Subscriber and Better whereby
(i) Subscriber’s equity subscription commitment was reduced
from $1,500,000,000 to $750,000,000 (less the amounts subscribed by
other investors, the Sponsor’s subscription commitment amount, and
the amount of any bridge notes funded by Subscriber),
(ii) Subscriber will have a new note commitment to fund
$750,000,000 in convertible notes (less the amount of convertible
notes funded by Sponsor (see below) and less any cash received by
Aurora at the closing of the Business Combination from its trust
account) and (iii) if state regulators or government-sponsored
enterprises reject the transactions directly as a result of the new
convertible note commitment, or if state regulators or
government-sponsored enterprises do not approve the incurrence of
debt represented by the convertible notes, then there will be no
convertible note commitment and Subscriber’s aggregate common stock
subscription commitment will be amended to $1,250,000,000.
In connection with entry into the PIPE Subscription Agreement
Amendment and the other amended documents described in this Form
8-K, Vishal Garg, Better’s Founder, CEO and Director, has agreed to
enter into, subject to definitive documentation evidencing the
post-closing convertible notes, a side letter with Subscriber
pursuant to which (i) Mr. Garg agreed to use reasonable best
efforts to assist the Subscriber in arranging alternative financing
or syndicating its position in the post-closing convertible notes,
(ii) Mr. Garg agreed to indemnify Subscriber for certain of its
losses realized on the post-closing convertible notes and (iii)
Subscriber agreed to pay over to Mr. Garg certain gains realized on
the post-closing convertible notes, in each case of (i) through
(iii), only in his personal capacity.
The foregoing description of the PIPE Subscription Agreement
Amendment does not purport to be complete and is subject to, and
qualified in its entirety by the terms and conditions of the PIPE
Subscription Agreement Amendment, a copy of which is filed as
Exhibit 10.2, to
this Current Report, and incorporated herein by reference.
Amendment to Novator Subscription
Agreement
As previously reported in the Current Report on Form 8-K filed by Aurora with the SEC on
May 14, 2021, Aurora entered into a subscription agreement
(the “Novator Subscription
Agreement”), dated as of May 10, 2021, with Novator
Capital Sponsor Ltd. (the “Sponsor”) and BB Trustees SA, as
trustee of the Future Holdings Trust (the “Sponsor Guarantor”), pursuant to
which, among other things, the Sponsor agrees to subscribe for and
purchase a number of shares of Class A common stock with an
aggregate value equal to $200,000,000 at the per share purchase
price of $10.00 for each share of the Class A common
stock.
On November 30, 2021, Aurora entered into an Amendment
No. 1 to the Novator Subscription Agreement (the “Novator Subscription Agreement
Amendment”) by and among Aurora, Sponsor, Sponsor Guarantor
and Better pursuant to which, among other things, Sponsor agrees to
purchase $100,000,000 of convertible promissory notes, convertible
into shares of Class A common stock and any other terms
mutually agreed by the Aurora, Better and Sponsor, minus
(i) such amount of cash received by Aurora at the closing of
the Business Combination from its trust account that is
attributable to investments in Aurora made by investors in Sponsor
or in funds affiliated with or related to Sponsor or such investors
and (ii) 13.33% of cash received by Aurora at the closing of the
Business Combination from its trust account. In addition, if state
regulators or government-sponsored