Exhibit 4.1


 


WARRANT AGREEMENT


 


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").


 


WHEREAS, the Company
is engaged in an initial public offering (the "Offering") of units of the Company's equity securities,
each such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share ("Ordinary Share"),
and one-quarter of one redeemable Public Warrant (as defined below) (the "Units") and, in connection
therewith, has determined to issue and deliver up to 5,500,000 warrants (or up to 6,325,000 warrants if the Over-allotment Option
(as defined below) is exercised in full) to public investors in the Offering (the "Public Warrants"), each
whole Public Warrant entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per share, subject to adjustment
as described herein;


 


WHEREAS, as
of the 3rd of March, 2021, the Company entered into that certain Warrant Purchase Agreement with Novator Capital Sponsor
Ltd., a Cyprus limited liability company (the "Sponsor"), pursuant to which the Sponsor agreed to
purchase an aggregate of 4,266,667 warrants (or up to 4,706,667 warrants if the Over-allotment Option is exercised in full)
simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), bearing the
legend set forth in Exhibit A hereto (the "Private Placement Warrants"), at a purchase price
of $1.50 per Private Placement Warrant;


 


WHEREAS, as
of the 3rd of March, 2021, the Company entered into that certain Novator Private Placement Agreement with the Sponsor,
pursuant to which the Sponsor and certain directors and executive officers of the Company agreed to purchase 3,500,000 units
(the "Novator Private Placement Units") of the Company's equity securities, each such unit comprised
of one Ordinary Share (the "Novator Private Placement Shares") and one-quarter of one warrant and, in
connection therewith, has determined to issue and deliver 875,000 warrants to the Sponsor, bearing the legend set forth in Exhibit
A hereto (the "Novator Private Placement Warrants"), each whole Novator Private Placement Warrant
entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per share, subject to adjustment as
described herein;


 


WHEREAS, in order
to finance the Company's transaction costs in connection with an intended initial Business Combination (as defined below), the
Sponsor or an affiliate of the Sponsor or certain of the Company's officers and directors may, but are not obligated to, loan the
Company funds as the Company may require, of which up to $1,500,000 of such loans may be converted into warrants at a price of
$1.50 per warrant at the option of the lender (the "Working Capital Warrants", and together with the Public
Warrants, Private Placement Warrants and the Novator Private Placement Warrants, the "Warrants");


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form
S-1, File No. 333-253106 (the "Registration Statement"), and a prospectus (the "Prospectus"),
for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the
Units, the Public Warrants and the Ordinary Shares included in the Units;


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts
and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations
of the Company, and to authorize the execution and delivery of this Agreement.


 









     


     


    

 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. 
Appointment of Warrant Agent.


 


The Company hereby
appoints Continental Stock Transfer & Trust Company to act as agent for the Company for the Warrants, and Continental Stock
Transfer & Trust Company hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions
set forth in this Agreement.


 


2. 
Warrants.


 


2.1 Form of
Warrant. Each Warrant shall initially be issued in registered form only. Physical certificates, if issued, shall be signed
by, or bear the facsimile signature of, the Chairman of the Board (as defined below), Chief Executive Officer, Chief Financial
Officer or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any
Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may
be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2 Effect
of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to
this Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3 Registration.


 


2.3.1 Warrant
Register. The Warrant Agent shall maintain books (the "Warrant Register") for the registration of
original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent
shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by
one or more book-entry certificates (each, a "Book-Entry Warrant Certificate") deposited with The Depository
Trust Company (the "Depositary") and registered in the name of Cede & Co., a nominee of the Depositary.
Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected
through, records maintained by institutions that have accounts with the Depository (each such institution, with respect to a Warrant
in its account, a "Participant").


 


If the Depositary
subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant
Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for,
or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written
instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company
shall instruct the Warrant Agent to deliver to or upon the order of the Depositary definitive certificates in physical form evidencing
such Warrants ("Definitive Warrant Certificates") which shall be in the form annexed hereto as Exhibit
B.


 


2.3.2 Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is registered in the Warrant Register (the "Registered Holder")
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership
or other writing on any Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose
of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary.


 









     


     


    

 


2.4
Detachability of Warrants. The Ordinary Shares and the Public Warrants comprising the Units shall begin separate trading
on the 52nd day following the date of the Prospectus or, if such 52nd day is not a day, other than a Saturday, Sunday or federal
holiday, on which banks in New York City are generally open for normal business (a "Business Day"), then
on the immediately succeeding Business Day following such date, or earlier (the "Detachment Date") with
the consent of Barclays Capital Inc., the representative of the underwriters of the Offering (the "Underwriter"),
but in no event shall the Ordinary Shares and the Public Warrants comprising the Units be separately traded until (A) the Company
has filed (i) a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the
Company of the gross proceeds of the Offering, including the proceeds received by the Company from the exercise by the Underwriter
of its right to purchase additional Units in the Offering (the "Over-allotment Option"), if the Over-allotment
Option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) a second or amended Current Report on Form
8-K to provide updated financial information to reflect the underwriter's exercise of the Over-allotment Option, if the Over-allotment
Option is exercised following the filing of the Current Report on Form 8-K pursuant to clause (i) above, and (B) the Company issues
a press release and files with the Commission a Current Report on Form 8-K announcing when such separate trading shall begin.


 


2.5
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part
of the Units. If, upon the detachment of Public Warrants from Units or otherwise, a holder of Warrants would be entitled to receive
a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.


 


2.6
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants, the Novator Private Placement
Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that, so long as they are held by
the Sponsor or any of its Permitted Transferees (as defined below), as applicable, they: (i) may be exercised for cash or on a
cashless basis, pursuant to subsection 3.3.1(c) hereof and (ii) shall not be redeemable by the Company pursuant to the
terms hereof. The Private Placement Warrants, the Novator Private Placement Warrants and the Working Capital Warrants including
the Ordinary Shares issuable upon their exercise, subject to certain exceptions, may not be transferred, assigned or sold until
thirty (30) days after the completion by the Company of an initial Business Combination (as defined below); provided, however,
that the Private Placement Warrants, the Novator Private Placement Warrants and the Working Capital Warrants and any Ordinary
Shares issued upon exercise of the Private Placement Warrants, the Novator Private Placement Warrants or the Working Capital Warrants
that, in each case, are held by the original purchasers thereof or any Permitted Transferees may be transferred by the holders
thereof:


 


(a)       to the Company's officers or directors, any affiliates or family members of any of the Company's officers or directors,
the Sponsor, any member(s) of the Sponsor, or any affiliates of the Sponsor, or any affiliates of such members and funds and accounts
advised by such members or any limited partners of any such funds that are invested in the Sponsor;


 


(b)      
in the case of an individual, by gift to a member of such individual's immediate family or to a trust, the beneficiary of
which is a member of such individual's immediate family, an affiliate of such individual or to a charitable organization;


 


(c)      
in the case of an individual, by virtue of the laws of descent and distribution upon death of such individual;


 


(d)      
in the case of an individual, pursuant to a qualified domestic relations order;


 


(e)       by private sales or transfers made in connection with the consummation of the Company's initial Business Combination at
prices no greater than the price at which the Private Placement Warrants, the Novator Private Placement Warrants, the Working Capital
Warrants or Ordinary Shares, as the case may be, were originally purchased;


 


(f)       
to an entity that is an Affiliate of such holder;


 






     


     


    

 


(g)       in
the event of the Company's liquidation prior to the consummation of the Company's initial Business Combination;


 


(h)       by virtue of the laws of the Cayman Islands or the Sponsor's limited liability company agreement upon liquidation or dissolution
of the Sponsor;


 


(i)        in the event of the Company's liquidation, merger, capital stock exchange, reorganization or other similar transaction which
results in all of the Company's stockholders having the right to exchange their Ordinary Shares for cash, securities or other property
subsequent to the Company's completion of its initial Business Combination; or


 


(j)        to the Company for no value for cancellation in connection with the consummation of the Company's initial Business Combination;


 


provided,
however, that, in the case of clauses (a) through (f) or (h), any such transferees (the "Permitted Transferees")
enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement. As
used herein "Affiliate" means, with respect to any holder any other person who, directly or indirectly
(including through one or more intermediaries), controls, is controlled by, or is under common control with, such person. For
purposes of this definition, "control," when used with respect to any specified person, shall mean the
power, direct or indirect, to direct or cause the direction of the management and policies of such person, whether through ownership
of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms "controlling"
and "controlled" shall have correlative meanings.


 


3. Terms and Exercise of Warrants.


 


3.1
Warrant Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such
Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50
per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.
The term "Warrant Price" as used in this Agreement shall mean the price per share (including in cash or
by payment of Warrants pursuant to a "cashless exercise," to the extent permitted hereunder) at which
Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant
Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days (unless
otherwise required by the Commission, any national securities exchange on which the Warrants are listed or applicable law); provided,
that the Company shall provide at least three (3) Business Days prior written notice of such reduction to Registered Holders of
the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.


 


3.2 Duration
of Warrants. A Warrant may be exercised only during the period (the "Exercise Period") commencing
on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or
more businesses (a "Business Combination"), and (ii) the date that is twelve (12) months from the date
of the closing of the Offering, and terminating at 5:00 p.m., New York City time, on the earlier to occur of: (x) the date that
is five (5) years after the date on which the Company completes its initial Business Combination, (y) the commencement of the
winding up and liquidation of the Company in accordance with the Company's amended and restated memorandum and articles of association,
as amended from time to time, if the Company fails to complete a Business Combination, or (z) other than with respect to the Novator
Private Placement Warrants, Private Placement Warrants and the Working Capital Warrants to the extent then held by the original
purchasers thereof or their Permitted Transferees, the Redemption Date (as defined below) as provided in Section 6.3 hereof
(the "Expiration Date"); provided, however, that the exercise of any Warrant shall be subject to
the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective registration
statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as
defined below) (other than with respect to a Novator Private Placement Warrant, Private Placement Warrant or a Working Capital
Warrant to the extent then held by the original purchasers thereof or their Permitted Transferees in the event of a redemption
(as set forth in Section 6 hereof)), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital
Warrant to the extent then held by the original purchasers thereof or their Permitted Transferees in the event of a redemption)
not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof
under this Agreement shall cease at 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion
may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least
twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any
such extension shall be identical in duration among all the Warrants.


 






     


     


    

 





3.3 Exercise of Warrants.


 


3.3.1 Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering
to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised,
or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the "Book-Entry Warrants")
on the records of the Depositary, to an account of the Warrant Agent at the Depositary designated for such purposes in writing
by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase ("Election to Purchase")
any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse
of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance
with the Depositary's procedures, and (iii) the payment in full of the Warrant Price for each Ordinary Share as to which the Warrant
is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant
for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:


 


(a) 
in lawful money of the United States, by certified check payable to the order of the Warrant Agent or by wire transfer of
immediately available funds;


 


(b) 
in the event of a redemption pursuant to the terms hereof in which the Company's board of directors (the "Board")
has elected to require all holders of the Warrants to exercise such Warrants on a "cashless basis,: by surrendering
the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary
Shares underlying the Warrants, multiplied by the excess of the "Fair Market Value," as defined in this subsection 3.3.1(b),
over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the "Fair
Market Value" shall mean the average reported closing price of the Ordinary Shares for the ten (10) trading days ending on
the third trading day period prior to the date on which the notice of redemption is sent to the holders of the Warrant, pursuant
to the terms hereof;


 


(c) 
with respect to any Novator Private Placement Warrant, Private Placement Warrant or Working Capital Warrant, so long as
such Novator Private Placement Warrant, Private Placement Warrant or Working Capital Warrant is held by the original purchasers
thereof or their Permitted Transferees, as applicable, by surrendering the Warrants for that number of Ordinary Shares equal to
the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the
excess of the "Fair Market Value", as defined in this subsection 3.3.1(c) over the Warrant
Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c) the "Fair Market Value"
shall mean the average of the last reported sale prices of the Ordinary Shares for the ten (10) trading days ending on the
third trading day prior to the date on which notice of exercise of the Warrant is received by the Warrant Agent;


 


(d) 
as provided in Section 6.2 hereof with respect to a Make-Whole Exercise;


 


(e) 
as provided in Section 7.4 hereof.


 


3.3.2 Issuance
of Ordinary Shares upon Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Ordinary Shares to which he, she
or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been
exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of Ordinary Shares as to
which such Warrant shall not have been exercised. Notwithstanding the foregoing and subject to the Company satisfying its obligations
in Section 7.4, the Company shall not be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall
have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the
Ordinary Shares underlying the Warrants is then effective and a prospectus relating thereto is current, or a valid exemption from
registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon
exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed
to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of
the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a
Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire
worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the
Unit solely for the Ordinary Shares underlying such Unit. In no event will the Company be required to net cash settle the exercise
of any Warrant (other than as specifically provided herein). The Company may require holders of Public Warrants and Novator Private
Placement Warrants to settle the Warrant on a "cashless basis" pursuant to Section 7.4 hereof.
If, by reason of any exercise of Warrants on a "cashless basis", the holder of any Warrant would be entitled,
upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the
nearest whole number, the number of Ordinary Shares to be issued to such holder.


 






     


     


    

 





3.3.3
Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall
be validly issued, fully paid and non-assessable.


 


3.3.4
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares
is issued shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date on which the
Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender
and payment is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such
person shall be deemed to have become the holder of such Ordinary Shares at the close of business on the next succeeding date
on which the share transfer books or book-entry system are open.


 


3.3.5
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event he, she or it elects to be subject
to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection
3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the
exercise of the holder's Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after
giving effect to such exercise, such holder (together with such holder's affiliates or any other person subject to aggregation
with such person for purposes of the "beneficial ownership" test under Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or any "group" (within the meaning
of Section 13 of the Exchange Act) of which such person is or may be deemed to be a part), to the Warrant Agent's actual knowledge,
would beneficially own (within the meaning of Section 13 of the Exchange Act) (or to the extent that for any reason the equivalent
calculation under Section 16 of the Exchange Act and the rules and regulations thereunder would result in a higher ownership percentage,
such higher percentage would be) in excess of 4.9% or 9.8% (or such other amount as a holder may specify) (the "Maximum
Percentage") of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of
the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such holder and his, her or its affiliates
or any such other person or group shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect
to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise
of the remaining, unexercised portion of the Warrant beneficially owned by such holder and his, her or its affiliates and (y)
exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by
such holder and his, her or its affiliates (including, without limitation, any convertible notes or convertible preferred stock
or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth
in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section
13(d) of the Exchange Act. For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may
rely on the number of outstanding Ordinary Shares as reflected in (1) the Company's most recent Annual Report on Form 10-K, Quarterly
Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent
public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Ordinary
Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within
two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case,
the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities
of the Company by the holder and his, her or its affiliates since the date as of which such number of outstanding Ordinary Shares
was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum
Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such
increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4. Adjustments.


 


4.1 Stock Dividends.


 


4.1.1
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
Ordinary Shares is increased by a stock dividend payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar
event, then, on the effective date of such stock dividend, split-up or similar event, the number of Ordinary Shares issuable on
exercise of each Warrant shall be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering
to holders of Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the "Fair Market Value"
(as defined below) shall be deemed a stock dividend of a number of Ordinary Shares equal to the product of (i) the number of Ordinary
Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that
are convertible into or exercisable for the Ordinary Shares) and (ii) one (1) minus the quotient of (x) the price per Ordinary
Share paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if
the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for
Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount
payable upon exercise or conversion and (ii) "Fair Market Value" means the volume weighted average price
of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on
which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive
such rights.


 









     


     


    

 


4.1.2 Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares
of the Company's capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1
above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares
in connection with a proposed initial Business Combination by the Company, (d) to satisfy the redemption rights of the holders
of Ordinary Shares in connection with a stockholder vote to amend the Company's amended and restated memorandum and articles of
association to (i) modify the substance or timing of the Company's obligation to allow redemption in connection with its initial
Business Combination or the Company's obligation to redeem 100% of the Ordinary Shares included in the Units sold in the Offering
and the Novator Private Placement Shares if the Company does not complete its initial Business Combination within the time period
set forth in the Company's amended and restated memorandum and articles of association or (ii) with respect to any other provision
relating to stockholders' rights or pre-initial Business Combination activity or (e) in connection with the redemption of the
Ordinary Shares included in the Units sold in the Offering and the Novator Private Placement Shares upon the failure of the Company
to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded
event being referred to herein as an "Extraordinary Dividend"), then the Warrant Price shall be decreased,
effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value
(as determined by the Company's Board of Directors (the "Board"), in good faith) of any securities or
other assets paid on Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, "Ordinary
Cash Dividends" means any cash dividend or cash distribution which, when combined on a per share basis, with the
per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending
on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to
in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment
to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5%
of the offering price of the Units in the Offering). Solely for purposes of illustration, if the Company, at a time while the
Warrants are outstanding and unexpired, pays a cash dividend of $0.35 per share and previously paid an aggregate of $0.40 of cash
dividends and cash distributions on the Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35
per share dividend, then the Warrant Price will be decreased, effective immediately after the effective date of such $0.35 per
share dividend, by $0.25 (the absolute value of the difference between $0.75 per share (the aggregate amount of all cash dividends
and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 per share (the greater of
(x) $0.50 per share and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period
prior to such $0.35 dividend)).


 


4.2 Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding
Ordinary Shares is decreased by a consolidation, combination, reverse stock split or reclassification of Ordinary Shares or other
similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar
event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding Ordinary Shares.


 


4.3 Adjustments in Warrant Price.


 


4.3.1 Whenever
the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 
or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise
of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so
purchasable immediately thereafter.


 






     


     


    

 





4.3.2 If (x)
the Company issues additional Ordinary Shares (except issuances of Ordinary Shares upon conversion of Founder Shares) or exchange
Founder Shares convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes in connection
with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary
Share (with such issue price or effective issue price to be determined in good faith by the Board and, (i) in the case of any
such issuance to the Sponsor or any of its affiliates, without taking into account any shares of Class B ordinary shares of the
Company, par value $0.0001 per share (the "Founder Shares"), or Novator Private Placement Shares
held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made
to the Sponsor or any of its respective affiliates, without taking into account the transfer of Founder Shares, Novator Private
Placement Shares, Novator Private Placement Warrants or Private Placement Warrants (including if such transfer is effectuated
as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the
 "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than
60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date
of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price
of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates
an initial Business Combination (such price, the "Market Value") is below $9.20 per share, the
Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued
Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted
(to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share
redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market
Value and the Newly Issued Price.


 


4.4 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares
(other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par
value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion
of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and
that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale
or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right
to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary
Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants
would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the "Alternative
Issuance"); provided, however, that (i) if the holders of the Ordinary Shares were entitled to exercise a
right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then
the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become
exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Ordinary
Shares in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer
shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender, exchange or redemption offer
made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company's
amended and restated memorandum and articles of association or as a result of the repurchase of Ordinary Shares by the Company
if a proposed initial Business Combination is presented to the stockholders of the Company for approval) under circumstances in
which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate
or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of
any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the
Exchange Act (or any successor rule)) more than 50% of the outstanding Ordinary Shares, the holder of a Warrant shall be entitled
to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually
have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or
exchange offer, accepted such offer and all of the Ordinary Shares held by such holder had been purchased pursuant to such tender
or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent
as possible to the adjustments provided for in this Section 4; provided, further, that if less than 70% of the consideration
receivable by the holders of the Ordinary Shares in the applicable event is payable in the form of Ordinary Shares in the successor
entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or
is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the
Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant
to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) (but in
no event less than zero) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the
Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The "Black-Scholes
Warrant Value" means the value of a Warrant immediately prior to the consummation of the applicable event based on
the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets ("Bloomberg").
For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of
each Ordinary Share shall be the volume weighted average price of the Ordinary Share as reported during the ten (10) trading day
period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the
90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of
the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate
for a period equal to the remaining term of the Warrant. "Per Share Consideration" means (i) if the consideration
paid to holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all
other cases, the amount of cash per Ordinary Share, if any, paid to holders plus the volume weighted average price of the Ordinary
Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1,
then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section
4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers
or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share
issuable upon exercise of the Warrant.






     


     


    

 





4.5 Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of Ordinary Shares purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company
shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such
holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such event.


 


4.6 No Fractional
Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company
shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder.


 


4.7 Form of
Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated in the Warrants
initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any
change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant
thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the
form as so changed.


 


4.8 Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order
to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each
such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized
national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants
is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary,
the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant to
this Section 4.8 as a result of any issuance of securities in connection with a Business Combination. The Company shall
adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.9 No Adjustment.
For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the
conversion ratio of the Founder Shares into Ordinary Shares or the conversion of the Founder Shares into Ordinary Shares, in each
case, pursuant to the Company's amended and restated memorandum and articles of association, as may be amended from time to time.


 






     


     


    

 





5.    
Transfer and Exchange of Warrants.


 


5.1 Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, in the case of certificated Warrants, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing
an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case
of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
request.


 


5.2 Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise
provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole
and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository;
provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in
the case of the Private Placement Warrants, the Novator Private Placement Warrants and the Working Capital Warrants), the Warrant
Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion
of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive
legend.


 


5.3 Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in
the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4 Service Charges.
No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5 Warrant Execution
and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of
this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6 Transfer
of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit
in which such Public Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Unit. Furthermore, each transfer of a Unit on the register relating to such Unit shall operate also to transfer the Public
Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect
on any transfer of Warrants on and after the Detachment Date.


 


6.    
Redemption.


 


6.1 Redemption
of Warrants for Cash at $0.01 Per Warrant. Subject to Section 6.5 hereof, at any time during the Exercise Period, the
Company may, at its option, redeem all (and not part) of the outstanding Warrants (other than the Private Placement Warrants,
Novator Private Placement Warrants and Working Capital Warrants) at the office of the Warrant Agent, upon notice to the Registered
Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price (as defined in Section 6.3 hereof) of
$0.01 per Warrant, provided that (a) the last reported sale price of the Ordinary Shares for any 10 trading days within a 20-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Registered
Holders equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective
registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating
thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below).





 






     


     


    

 


6.2 Redemption
of Warrants for Cash at $0.10 Per Warrant. Subject to Section 6.5 hereof, at any time during the Exercise Period, the
Company may, at its option, redeem all (and not part) of the outstanding Warrants (other than the Private Placement Warrants,
Novator Private Placement Warrants and Working Capital Warrants) at the office of the Warrant Agent, upon notice to the Registered
Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that the
last reported sale price of the Ordinary Shares for any 10 trading days within a 20-trading day period ending on the third trading
day prior to the date on which the Company sends the notice of redemption to the Registered Holder equals or exceeds $10.00 per
share (subject to adjustment in compliance with Section 4 hereof). During the 30-day Redemption Period in connection with
a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a
"cashless basis" and receive a number of Ordinary Shares determined by reference to the table below, based
on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the "Redemption
Fair Market Value" (as such term is defined in this Section 6.2) (a "Make-Whole Exercise").
Solely for purposes of this Section 6.2, the "Redemption Fair Market Value" shall mean the
volume-weighted average price of the Ordinary Shares as reported during the ten (10) trading days immediately following the date
on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption
pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no
later than one (1) Business Day after the ten (10) trading day period described above ends.


 


	Redemption Date	 	Redemption
    Date Fair Market Value of Ordinary Shares	 
	(period to expiration of warrants)	 	£10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	318.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	— 	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 





 


The exact Redemption
Fair Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if the Redemption
Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number
of Ordinary Shares to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation
between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption
dates, as applicable, based on a 365-or 366-day year, as applicable.


 


The share prices
set forth in the column headings of the table above shall be adjusted as of any date on which the number of Ordinary Shares issuable
upon exercise of a Warrant or the Warrant Price is adjusted pursuant to Section 4 hereof. If the number of Ordinary
Shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings
shall equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Warrant
Price after such adjustment and the denominator of which is the Warrant Price immediately prior to such adjustment. In such an
event, the number of shares in the table above shall be adjusted by multiplying such share amounts by a fraction, the numerator
of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator
of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. If the Warrant Price is adjusted, (a)
in the case of an adjustment pursuant to Section 4.3.2 hereof, the adjusted share prices in the column headings shall equal the
share prices immediately prior to such adjustment multiplied by a fraction, the numerator of which is the higher of the Market
Value and the Newly Issued Price and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section
4.1.2 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment
less the decrease in the Warrant Price pursuant to such Warrant Price adjustment. In no event shall the number of shares issued
in connection with a Make-Whole Exercise exceed 0.361 Ordinary Shares per Warrant (subject to adjustment).





 






     


     


    

 


6.3 Date Fixed
for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants, pursuant to Section
6.1 or 6.2 (other than the Private Placement Warrants, Novator Private Placement Warrants and Working Capital Warrants), the
Company shall fix a date for the redemption (the "Redemption Date"). Notice of redemption shall be mailed
by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the "30-day
Redemption Period") to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear
on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given
whether or not the Registered Holder received such notice. As used in this Agreement, "Redemption Price" shall
mean the price per Warrant at which any Warrants are redeemed pursuant to Section 6.1 or Section 6.2 hereof.


 


6.4 Exercise
After Notice of Redemption. The Warrants may be exercised for cash (or, at the Registered Holder's election, on a "cashless
basis" in accordance with Section 6.2 hereof) at any time after notice of redemption pursuant to Section
6.1 or 6.2 hereof, as applicable, shall have been given by the Company pursuant to Section 6.3 hereof and prior
to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except
to receive, upon surrender of the Warrants, the Redemption Price.


 


6.5 Exclusion
of Novator Private Placement Warrants, Private Placement Warrants and Working Capital Warrants. The Company agrees that the
redemption rights provided in Section 6.1 and 6.2 hereof shall not apply to the Novator Private Placement Warrants, Private
Placement Warrants or the Working Capital Warrants if at the time of the redemption such Novator Private Placement Warrants, Private
Placement Warrants or Working Capital Warrants continue to be held by the original purchasers thereof or their Permitted Transferees.
However, once such Novator Private Placement Warrants, Private Placement Warrants or Working Capital Warrants are transferred
(other than to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Novator Private
Placement Warrants, Private Placement Warrants or Working Capital Warrants pursuant to Section 6.1 or 6.2 hereof,
provided that the criteria for redemption are met, including the opportunity of the holder of such Novator Private Placement Warrants,
Private Placement Warrants or Working Capital Warrants to exercise such Novator Private Placement Warrants, Private Placement
Warrants or Working Capital Warrants prior to redemption pursuant to Section 6.4 hereof. The Novator Private Placement
Warrants, Private Placement Warrants or Working Capital Warrants that are transferred to persons other than Permitted Transferees
shall upon such transfer cease to be Novator Private Placement Warrants, Private Placement Warrants or Working Capital Warrants
and shall become Public Warrants under this Agreement.


 


7. Other Provisions Relating to Rights of Holders
of Warrants.


 


7.1 No Rights
as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote
or to consent or to receive notice as a stockholder in respect of the meetings of stockholders or the election of directors of
the Company or any other matter.


 


7.2 Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or
not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3 Reservation
of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary
Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 









     


     


    

 


7.4 Registration of Ordinary Shares; Cashless
Exercise at Company's Option.


 


7.4.1 Registration
of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than thirty (30) Business Days
after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission
a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the
Warrants. The Company shall use its best efforts to cause the same to become effective within 30 Business Days after the closing
of the Company's initial Business Combination and to maintain the effectiveness of such registration statement, and a current
prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement.
If any such registration statement has not been declared effective by the 30th Business Day following the closing of the Company's
initial Business Combination, holders of the Warrants shall have the right, during the period beginning on the 31st Business Day
after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission,
and during any other period when the Company shall fail to have maintained an effective registration statement covering the Ordinary
Shares issuable upon exercise of the Warrants, to exercise such Warrants on a "cashless basis," by exchanging
the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that
number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary
Shares underlying the Warrants, multiplied by the excess of the "Fair Market Value" (as defined below)
over the Warrant Price by (y) the Fair Market Value and (B) 0.361 per whole Warrant. Solely for purposes of this subsection
7.4.1, "Fair Market Value" shall mean the average of reported last sale price of the Ordinary Shares
as reported during the ten (10) trading day period ending on the third trading day prior to the date that notice of exercise is
received by the Warrant Agent from the holder of such Warrants or his, her or its securities broker or intermediary. The date
that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection
with the "cashless exercise" of a Public Warrant, the Company shall, upon request, provide the Warrant
Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that
(i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1  is not required to be registered
under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal
securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor
rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection
7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company
shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection
7.4.1.


 


7.4.2 Cashless
Exercise at Company's Option. If the Ordinary Shares is at the time of any exercise of a Public Warrant, Private Placement
Warrant, Novator Private Placement Warrant or Working Capital Warrant not listed on a national securities exchange such that,
as a result, the Ordinary Shares do not satisfy the definition of a "covered security" under Section 18(b)(1)
of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Public Warrants, Private
Placement Warrants, Novator Private Placement Warrants or Working Capital Warrants who exercise Public Warrants, Private Placement
Warrants, Novator Private Placement Warrants or Working Capital Warrants to exercise such Public Warrants, Private Placement Warrants,
Novator Private Placement Warrants or Working Capital Warrants on a "cashless basis" in accordance with
Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 and (ii) in the event the Company
so elects, the Company shall not be required to file or maintain in effect a registration statement for the registration, under
the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement
to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable
upon exercise of the Public Warrants, Private Placement Warrants, Novator Private Placement Warrants or Working Capital Warrants
under applicable blue sky laws to the extent an exemption is not available.


 


8. Concerning the Warrant Agent and Other Matters.


 


8.1 Payment of
Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall not be
obligated to pay any transfer taxes in respect of the Warrants or such Ordinary Shares.


 






     


     


    

 


8.2 Resignation, Consolidation, or Merger of Warrant
Agent.


  





8.2.1 Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days' notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30)
days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant
(who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may
apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent
at the Company's cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation
or other entity organized and existing under the laws of the State of New York, in good standing and having its principal office
in the United States of America, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as
Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2 Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such
appointment.


 


8.2.3 Merger
or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated
or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.


 


8.3 Fees and Expenses of Warrant Agent.


 


8.3.1 Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall,
pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2 Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent
for the carrying out or performing of the provisions of this Agreement.


 


8.4 Liability of Warrant Agent.


 


8.4.1 Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, President, Secretary or
Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any
action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2 Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith. The Company
agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket
costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement,
except as a result of the Warrant Agent's gross negligence, willful misconduct, fraud or bad faith.


 






     


     


    

 


8.4.3 Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity
or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by
the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount
of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any
act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to
be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully
paid and non-assessable.


 


8.5 Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares
through the exercise of the Warrants.


 


8.6 Waiver.
The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind ("Claim")
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9. Miscellaneous Provisions.


 


9.1 Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.


 


9.2 Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any
Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


Aurora Acquisition Corp.


20 North Audley St.

London W1K 6LX

United Kingdom


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5)
days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with
the Company), as follows:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Compliance Department


 


With a copy in each case to:


 


Baker & McKenzie LLP


452 Fifth Avenue


New York, NY 10018


Attention: Steven G. Canner


Email: steven.canner@bakermckenzie.com


 






     


     


    

 





and


 


Barclays Capital Inc.


745 7th Avenue


New York, New York 10019


Attn: Jaime Cohen


Email: jaime.cohen@barclays.com


 


and


 


Davis Polk & Wardwell LLP


450 Lexington Avenue


New York, NY 10016


Attn: Derek Dostal


Email: derek.dostal@davispolk.com


 


9.3 Applicable
Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of
New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection
to such jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this
paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for
which the federal district courts of the United States of America are the sole and exclusive forum.


 


Any person or entity
purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the
forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above,
is filed in a court other than a court located within the State of New York or the United States District Court for the Southern
District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall
be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New
York or the United States District Court for the Southern District of New York in connection with any action brought in any such
court to enforce the forum provisions (an "enforcement action"), and (y) having service of process made
upon such warrant holder in any such enforcement action by service upon such warrant holder's counsel in the foreign action as
agent for such warrant holder.


 


9.4 Persons Having
Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation
or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or
by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties
hereto and their successors and assigns and of the Registered Holders of the Warrants.


 


9.5 Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant
Agent may require any such holder to submit such holder's Warrant for inspection by the Warrant Agent.


 


9.6 Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signed
copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same
legal effect as delivery of an original signed copy of this Agreement.


 


9.7 Effect of
Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the
interpretation thereof.





 






     


     


    

 


9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing
any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants
and this Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein
or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may
deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders, and (ii)
to provide for the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including
any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the vote or written consent of the Registered
Holders of at least 50% of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the
Private Placement Warrants, Novator Private Placement Warrants or Working Capital Warrants or any provision of this Agreement
with respect to the Private Placement Warrants, Novator Private Placement Warrants or Working Capital Warrants, at least 50% of
the number of then outstanding Private Placement Warrants, Novator Private Placement Warrants and Working Capital Warrants. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1
 and 3.2, respectively, without the consent of the Registered Holders.


 


9.9 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A  – Legend


Exhibit
B - Form of Warrant


Certificate


 


[Signature Page Follows]


 






     


     


    

 


	 	AURORA ACQUISITION CORP.
	 
	 	By: 	 /s/ Caroline Harding
	 	Name: Caroline Harding
	 	Title: Director
	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 
	 	By:	/s/ Erika Young
	 	Name: Erika Young
	 	Title: Vice President




 


[Signature Page to Form of Warrant Agreement]





 






     


     


    

 


EXHIBIT A


 


LEGEND


 


"THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY
NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS
ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG AURORA ACQUISITION CORP. (THE "COMPANY") AND THE OTHER PARTIES
THERETO, THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE
DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED
TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY
TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES
EVIDENCED HEREBY AND CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION
RIGHTS UNDER A REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY."





 






     


     


    

 


EXHIBIT B


 


[Form
of Warrant Certificate]