Exhibit 4.4


 


WARRANT AGREEMENT


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of the [●] of February, 2021, is by and between
Aurora Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer
 & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to
herein as the “Transfer Agent”).


 


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 5,000,000 warrants (or up to 5,750,000 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 [●] of February, 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 4,000,000 warrants (or up to 4,400,000 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 [●] of February, 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	 	 	 	>18.00
	 
	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.


 


Private
Placement Warrants, the Novator Private Placement Warrants and the Working Capital Warrants


 


		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:	 




	 	Name:




	 	Title:




 


	 	CONTINENTAL STOCK TRANSFER & TRUST




	 	COMPANY, as Warrant Agent




 


	 	By:	 




	 	Name:




	 	Title:




 


[Signature Page to
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]