Exhibit
10.4


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


This PRIVATE PLACEMENT
WARRANTS PURCHASE AGREEMENT (this "Agreement") is made as of the 3rd day of March 2021, by and between
Aurora Acquisition Corp., a Cayman Islands exempted company (the "Company"), with a principal place of
business at 20 North Audley Street, London W1K 6LX, United Kingdom, and Novator Capital Sponsor Ltd., a limited liability company
validly existing and in good standing under the laws of Cyprus (the "Subscriber"), with a principal place
of business at Amfipoleos 2, 2nd Floor Flat/Office 202, Strovolos 2025, Nicosia, Cyprus.


 


WHEREAS, the Company
desires to sell to Subscriber warrants at $1.50 per Warrant (defined below) on a private placement basis (the "Offering")
an aggregate of 4,266,667 warrrants (the "Initial Warrants") of the Company and up to an additional
440,000 warrants (the "Additional Warrants" and, together with the Initial Warrants the "Warrants") of
the Company in the event that the underwriters' over-allotment option (the "Over-Allotment Option") in connection with
the IPO (as defined below) is exercised in full or in part, for a purchase price of $6,400,000 (or $7,060,000 if the over-allotment
option is exercised in full), or $1.50 per Warrant. The Class A Ordinary Shares underlying the Warrants, par value $0.0001 per
share, are hereinafter referred to as the "Warrant Shares." The Warrants and Warrant Shares, collectively, are hereinafter
referred to as the "Securities." Each Warrant is exercisable to purchase one Class A Ordinary Share of the Company (each,
a "Class A Ordinary Share") at an exercise price of $11.50 per share during the period commencing on the later of (i)
twelve (12) months from the date of the closing of the Company's initial public offering of units (the "IPO") and (ii)
30 days following the consummation of the Company's initial business combination (the "Business Combination"), as such
term is defined in the registration statement in connection with the IPO, as amended at the time it becomes effective (the "Registration
Statement"), and expiring on the fifth anniversary of the consummation of the Business Combination; and


 


WHEREAS, Subscriber
wishes to purchase 4,266,667 Warrants (or 4,706,667 Warrants if the over-allotment option is exercised in full) for a purchase
price of $6,400,000 (or $7,060,000 if the over-allotment option is exercised in full) and the Company wishes to accept such subscription
from Subscriber.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and Subscriber hereby agree as follows:


 


1. Agreement to Subscribe


 


1.1.     Purchase
and Issuance of the Warrants. Upon the terms and subject to the conditions of this Agreement, Subscriber hereby agrees to purchase
from the Company, and the Company hereby agrees to sell to Subscriber, on the Closing Date (as defined below), the Initial Warrants
in consideration of the payment of the Initial Purchase Price (as defined below). On the Closing Date, the Company shall deliver
(via book entry) to Subscriber the Securities purchased. Subscriber hereby agrees to purchase up to an additional 40,000 Additional
Warrants at $1.50 per Additional Warrant for a purchase price of up to $600,000. The purchase and issuance of the Additional Warrants
shall occur only in the event that the overallotment option is exercised in full or in part. The total number of Additional Warrants
to be purchased hereunder shall be in the same proportion as the proportion of the over-allotment option that is exercised. Each
purchase of Additional Warrants shall occur simultaneously with the consummation of any portion of the over-allotment option.


 


1.2.     Purchase
Price. As payment in full for the Initial Warrants being purchased under this Agreement, Subscriber shall pay an aggregate
of $6,400,000 (the "Initial Purchase Price") by wire transfer of immediately available funds or by such
other method as may be reasonably acceptable to the Company, to the trust account (the "Trust Account") at
a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee
("Trustee"), no later than one (1) business day prior to the date of effectiveness of the Registration
Statement. As payment in full for the Additional Warrants being purchased under this Agreement, Subscriber shall pay $1.50 per
Additional Warrant being purchased by wire transfer of immediately available funds or by such other method as may be reasonably
acceptable to the Company, to the Trust Account at a financial institution to be chosen by the Company, maintained by Trustee,
one (1) business day prior to the Closing Date of the over-allotment option.


 






     


     


    

 


1.3.    
Closing. The closing of the purchase and sale of the Initial Warrants shall take place simultaneously with the closing
of the IPO and the closing of the purchase and sale of Additional Warrants shall take place simultaneously with the closing of
the over-allotment option (each, a "Closing Date"). The closing of the purchase and sale of the Warrants
shall take place at the offices of Baker & McKenzie LLP, 452 Fifth Avenue, New York, New York, 10018, or such other place
as may be agreed upon by the parties hereto.


 


1.4     Termination.
This Agreement and each of the obligations of the undersigned shall be null and void and without effect if the IPO does not
close prior to March 31, 2021.


 


2. Representations and Warranties of Subscriber


 


Subscriber represents and warrants to the Company
that:


 


2.1.     No Government
Recommendation or Approval. Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the Company or the Offering of the Securities.


 


2.2.    
Accredited Investor. Subscriber represents that it is an "accredited investor" as such term is defined in Rule
501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and
acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption
to "accredited investors" under the Securities Act and similar exemptions under state law.


 


2.3.    
Intent. Subscriber is purchasing the Securities solely for investment purposes, for Subscriber's own account (and/or for
the account or benefit of its members or affiliates, as permitted, pursuant to the terms of an agreement (the "Letter
Agreement") to be entered into with respect to the Securities between, among others, Subscriber and the Company,
as described in the Registration Statement), and not with a view to the distribution thereof and Subscriber has no present arrangement
to sell the Securities to or through any person or entity except as may be permitted under the Letter Agreement. Subscriber shall
not engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.


 


2.4.    
Restrictions on Transfer. Subscriber acknowledges and understands the Securities are being offered in a transaction not
involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered
under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities,
such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement
filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities
Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and,
in each case, in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing,
Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber
agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such
transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to
such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not resell the Securities
(unless otherwise permitted pursuant to the Letter Agreement, as described in the Registration Statement). Subscriber further acknowledges
that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until
the one-year anniversary following consummation of the Business Combination of the Company, despite technical compliance with the
requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 






     


     


    

 


2.5.      Sophisticated Investor.


 


(i)     
Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the
Securities.


 


(ii)   
Subscriber is aware that an investment in the Securities is highly speculative and subject to substantial risks because,
among other things, the Securities are subject to transfer restrictions and have not been registered under the Securities Act and
therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.
Subscriber is able to bear the economic risk of its investment in the Securities for an indefinite period of time.


 


2.6.     Independent
Investigation. Subscriber, in making the decision to purchase the Warrants, has relied upon an independent investigation of
the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations
or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other
than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition of the Company
and has had an opportunity to ask questions of, and receive answers from the Company's officers and directors concerning the Company
and the terms and conditions of the offering of the Warrants and has had full access to such other information concerning the Company
as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made available and that Subscriber
has been supplied with all of the additional information concerning this investment which Subscriber has requested.


 


2.7       Organization
and Authority. Subscriber is duly organized, validly existing and in good standing under the laws of Cyprus and it
possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.8.      Authority.
This Agreement has been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement enforceable
against Subscriber in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting
the enforcement of creditors' rights generally.


 


2.9.     No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions contemplated hereby
do not violate, conflict with or constitute a default under (i) Subscriber's charter documents, (ii) any agreement or instrument
to which Subscriber is a party or (iii) any law, statute, rule or regulation to which Subscriber is subject, or any agreement,
order, judgment or decree to which Subscriber is subject.


 


2.10.    No Legal
Advice from Company. Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions contemplated
by this Agreement and the other agreements entered into between the parties hereto with Subscriber's own legal counsel and investment
and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered
into between the parties hereto, Subscriber is relying solely on such counsel and advisors and not on any statements or representations
of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the
transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


2.11.    Reliance
on Representations and Warranties. Subscriber understands the Securities are being offered and sold to Subscriber in reliance
on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations
of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions.


 


2.12.    No
General Solicitation. Subscriber is not subscribing for the Securities as a result of or subsequent to any general solicitation
or general advertising, including but not limited to any advertisement, article, notice or other communication published in any
newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting or in a registration
statement with respect to the IPO filed with the Securities and Exchange Commission (the "SEC").


 


2.13.    Legend.
Subscriber acknowledges and agrees the certificates evidencing each of the Securities shall bear a restrictive legend (the
 "Legend"), in form and substance substantially as set forth in Section 4 hereof.


 


2.14.  
Accredited Investor. Subscriber is an "Accredited Investor" as defined in the rules promulgated under the Securities
Act.


 






     


     


    

 


3. Representations, Warranties and Covenants of
the Company


 


The Company represents and warrants to, and agrees
with, Subscriber that:


 


3.1.      
Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue
up to 500,000,000 Class A ordinary shares, up to 50,000,000 Class B Ordinary Shares, $0.0001 par value per share ("Class
B Ordinary Shares"), and 5,000,000 preferred shares, $0.0001 par value per share ("Preferred Shares").
As of the date hereof, and after accounting for certain share dividends and cancellations that occurred in February 2021,
the Company has issued and outstanding 7,200,000 Class B Ordinary Shares (of which up to 825,000 shares are subject to forfeiture
as described in the Registration Statement), no Class A Ordinary Shares and no Preferred Shares. All of the issued share capital
of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.


 


3.2      Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant agreement
to be entered into between the Company and Continental, as warrant agent (the "Warrant Agreement"), each
of the Warrants and Warrant Shares will be duly and validly issued, fully paid and non-assessable. On the date of issuance of
the Warrants, the Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant
to, the terms hereof and the Warrant Agreement, Subscriber will have or receive good title to the Warrants, free and clear of
all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and pursuant to the Letter Agreement
and (ii) transfer restrictions under federal and state securities laws.


 


3.3.       Organization
and Qualification. The Company has been duly incorporated and is validly existing as a Cayman Islands exempted company and
has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.


 


3.4.       Authorization;
Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under
this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of
this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all
necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or shareholders is
required, (iii) this Agreement constitutes a valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by equitable
principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and
state securities laws or principles of public policy, and (iv) the Warrants, when issued and delivered in the manner set forth
herein, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization,
or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by equitable principles
of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities
laws or principles of public policy.


 


3.5.       
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not (i) result in a violation of the Company's amended and restated memorandum and articles of association,
(ii) conflict with, or constitute a default under any agreement or instrument to which the Company is a party or (iii) any law
statute, rule or regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is
subject. Other than any SEC or state securities filings which may be required to be made by the Company subsequent to the closing
of the IPO, and any registration statement which may be filed pursuant thereto, the Company is not required under federal, state
or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any
court or governmental agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement or
issue the Warrants or the Warrant Shares in accordance with the terms hereof.


 






     


     


    

 


3.6.
     Reservation of Class A Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized
but unissued Class A Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued
pursuant to this Agreement.


 


4. 
Legends


 


4.1.      Legend.
The Company will issue the Warrants, and when issued, the Warrant Shares, purchased by Subscriber in the name of Subscriber. The
Securities will bear the following Legend and appropriate "stop transfer" instructions:


 


"THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANY, IS AVAILABLE."


 


"THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A LETTER AGREEMENT BETWEEN, AMONG OTHERS, THE COMPANY, SUBSCRIBER, THOR BJÖRGÓLFSSON,
ARNAUD MASSENET, PRABHU NARASIMHAN, SHRAVIN MITTAL, SANGEETA DESAI AND MICHAEL EDELSTEIN, MAY ONLY BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE LETTER AGREEMENT."


 


4.2.     Subscriber's
Compliance. Nothing in this Section 4 shall affect in any way Subscriber's obligations and agreements to comply with all applicable
securities laws upon resale of the Securities.


 


4.3.    Company's
Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in
the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement
filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act
and (ii) in compliance herewith and with the Insider Letter Agreement.


 


4.4     Registration
Rights. Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement
("Registration Rights Agreement") to be entered into between, among others, Subscriber and the
Company, on or prior to the effective date of the Registration Statement.


 


5. 
Waiver of Liquidation Distributions.


 


In connection with
the Securities purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest or claim of any
kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with
the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer
conducted by the Company prior to a Business Combination, (iii) upon the Company's redemption of Ordinary Shares sold in the Company's
IPO upon the Company's failure to timely complete the Business Combination or (iv) in connection with a shareholder vote to approve
an amendment to the Company's amended and restated memorandum and articles of association (A) to modify the substance or timing
of the Company's obligation to redeem 100% of the Company's public shares if the Company does not timely complete the Business
Combination or (B) with respect to any other provision relating to shareholders' rights or pre-Business Combination activity. In
the event Subscriber purchases Ordinary Shares in the IPO or in the aftermarket, any additional shares so purchased shall be eligible
to receive the redemption value of such Ordinary Shares upon the same terms offered to all other purchasers of Ordinary Shares
in the IPO in the event the Company fails to consummate the Business Combination.


 






     


     


    

 


6. 
Terms of Warrants.


 


6.1       Terms.
Each Warrant shall have the terms set forth in the Warrant Agreement, subject to such exceptions as described in the Registration
Statement.


 


6.2.      Failure
to Consummate Business Combination. The Warrants shall be terminated upon the dissolution of the Company or in the event that
the Company does not consummate the Business Combination within 24 months from the consummation of the IPO, unless otherwise extended
by the Company.


 


6.3.     Termination
of Rights as Holder. If the Warrants are terminated in accordance with Section 6, then after such time Subscriber (or its successor
in interest) shall no longer have any rights as a holder of such Warrants and the Company shall take such action as is appropriate
to cancel such Warrants. Subscriber hereby irrevocably grants the Company a limited power of attorney for the purpose of effectuating
the foregoing and agrees to take any and all measures reasonably requested by the Company necessary to effect the foregoing.


 


7. 
Rescission Right Waiver and Indemnification.


 


7.1.     Subscriber
understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general
solicitation of purchasers of the Securities. In this regard, if the IPO were deemed to be a general solicitation with respect
to the Securities, the offer and sale of such Securities may not be exempt from registration and, if not, Subscriber may have
a right to rescind its purchase of the Securities. In order to facilitate the completion of the Offering and in order to protect
the Company, its shareholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests
of its shareholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to
sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Securities. Subscriber acknowledges
and agrees this waiver is being made in order to induce the Company to sell the Warrants to Subscriber. Subscriber agrees the
foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or
proceedings (collectively, "Claims") and related losses, costs, penalties, fees, liabilities and damages,
whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys' and expert
witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any
Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase
of the Warrants hereunder or relating to the purchase of the Warrants and the transactions contemplated hereby.


 


7.2.     Subscriber
agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Warrants
or any Claim that may arise now or in the future.


 


7.3.     Subscriber
acknowledges and agrees that the shareholders of the Company are and shall be third-party beneficiaries of this Section 7.


 


7.4.     Subscriber
agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such
waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies
to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this
regard.


 


8. 
Terms of the Warrants


 


8.1
      The Warrants and the Warrant Shares are substantially identical to those to be offered in the IPO except that: (i) the Securities
and component parts will be subject to transfer restrictions described in the Insider Letter Agreement, (ii) the Warrants will
be non-redeemable so long as they are held by Subscriber (or any of its permitted transferees), and may be exercisable on a "cashless"
basis if held by Subscriber or its permitted transferees, as further described in the Warrant Agreement, and (iii) the Securities
and component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will
become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to
the Registration Rights Agreement to be signed on or before the date of the Prospectus which is a part of the Registration Statement
or an exemption from registration is available.


 






     


     


    

 


8.2      Subscriber
agrees to vote the Warrant Shares in accordance with the terms of the Insider Letter Agreement and as otherwise described in the
Registration Statement.


 


9. 
Governing Law; Jurisdiction; Waiver of Jury Trial


 


This Agreement
shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed
within such state, without regards to the conflicts of laws principles thereof. Any suit brought by either party shall be brought
in the state or federal courts sitting in New York County in the State of New York. The parties hereto hereby waive any right to
a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.


 


10.   Assignment; Entire Agreement; Amendment


 


10.1.   Assignment.
Neither this Agreement nor any rights hereunder may be assigned, in whole or in part, by any party to any other person or entity
without the prior written consent of the other party hereto except that Subscriber may assign this Agreement, or any of its rights
hereunder, to a person or entity agreeing to be bound by the terms hereof, including the waiver contained in Section 7 hereof.


 


10.2.   Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof
and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them with respect
to such subject matter.


 


10.3.   Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge
or termination is sought.


 


10.4.   Binding
upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective
successors and permitted assigns.


 


11.   Notices


 


Unless otherwise
provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally
delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier
(which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said
party by certified mail, return receipt requested, at its address provided for herein or such other address as either may designate
for itself in such notice to the other. Communications shall be deemed to have been received when delivered personally, on the
scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of
transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall
be deemed to be delivered when directed to an electronic mail address at which such party has consented to receive notice.


 


12.   Counterparts


 


This Agreement
may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such
facsimile or “pdf” signature page were an original thereof.


 






     


     


    

 


13.   Survival; Severability


 


13.1.    Survival.
The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing.


 


13.2.   Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall
be effective if it materially changes the economic benefit of this Agreement to any party.


 


14.   Headings.


 


The titles
and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this
Agreement.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	AURORA ACQUISITION CORP.
	 	 
	 	By:	/s/ Caroline Harding
	 	 	Name: Caroline Harding
	 	 	Title: Director
	 	 	 
	 	NOVATOR CAPITAL SPONSOR LTD.
	 	 
	 	By:	/s/ Pericles Spyrou
	 	 	Name: Pericles Spyrou
	 	 	Title: Director
	 	 	 
	 	SUBSCRIBERS
	 	 
	 	By:	/s/ Arnaud Massenet
	 	 	Name: Arnaud Massenet
	 	 	Title: Chief Executive Officer
	 	 	 
	 	By:	/s/ Prabhu Narasimhan
	 	 	Name: Prabhu Narasimhan
	 	 	Title: Chief Investment Officer and Head of Legal
	 	 
	 	By:	/s/ Shravin Mittal
	 	 	Name: Shravin Mittal
	 	 	Title: Director
	 	 
	 	 	/s/ Shravin Mittal
	 	 	Unbound Holdco Ltd.
	 	 	Name: Shravin Mittal




 


[Signature Page to Warrants Private
Placement Agreement]


 






     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first set forth above.


  


	COMPANY:	 
	 	 
	Aurora Acquisition Corp.	 
	 	 
	By:	/s/ Caroline Harding	 
	Name: Caroline Harding	 
	Title: Director	 
	 	 	 
	PURCHASER:	 
	 	 
	Novator Capital Sponsor Ltd.	 
	 	 
	By:	/s/ Pericles Spyrou	 
	Name: Pericles Spyrou	 
	Title: Director	 
	 	 
	/s/ Arnaud Massenet	 
	Arnaud Massenet	 
	 	 
	/s/ Prabhu Narasimhan	 
	Prabhu Narasimhan	 
	 	 
	/s/ Shravin Mittal	 
	Shravin Mittal	 
	 	 
	/s/ Shravin Mittal	 
	Unbound Holdco Ltd.	 
	Name: Shravin Mittal	 




 


[Signature Page to Novator Private Placement
Agreement]