EX-10.28




 EXHIBIT 10.28 

Vishal Garg 
 175 Greenwich
Street, Floor 59 
 New York, NY 10007 

October 6, 2021 
 By Email 

SVF II Beaver (DE) LLC 
 c/o SB Investment Advisers (UK) Limited

 69 Grosvenor Street 
 London WIK 3JP UK 

Attn: Manager 
 Re: Amendment to Irrevocable Voting Proxy 

Dear SVF II Beaver (DE): 
 Reference is made to
that certain irrevocable voting proxy (the “Proxy”), dated April 7, 2021, between SVF II Beaver (DE) LLC (the “Grantor”) and Vishal Garg. As you are aware, on May 10, 2021, Better HoldCo, Inc. (the
“Company”), Aurora Acquisition Corp. (“Acquiror”) and Aurora Merger Sub I, Inc. (“Merger Sub”) entered into that certain Agreement and Plan of Merger, pursuant to which the Company, Acquiror and
Merger Sub agreed to undertake a business combination pursuant to which (a) Acquiror will migrate to and domesticate as a Delaware Corporation, (b) Merger Sub will merge with and into the Company with the Company surviving as a wholly
owned Subsidiary of Acquiror (the “First Merger”), and (c) the Company will merge with and into Acquiror, with the Acquiror as the surviving corporation, which will change its name to Better Home & Finance Holding
Company (the “Business Combination”). Capitalized terms used but not defined in this amendment letter have the meanings given to them in the Proxy. 

1.     Amendment & Restatement of the Proxy. The Parties hereby agree to amend and restate
the Proxy in the form attached as Exhibit A hereto for purposes of clarifying in the preamble that references to the “Company” shall also include Better Home & Finance Holding Company, as successor to the Company pursuant
to the Business Combination, such that the shares of Better Home & Finance Holding Company Class B common stock received by the Grantor in exchange for the Subject Shares (as defined in the Proxy prior to its amendment hereby) pursuant
to the Business Combination are subject to the terms of the Proxy without limitation. 
 2.     No Other Amendments
to Proxy. 
  

	 	(i)	 On and after the date hereof, each reference in the Proxy to “this Proxy”, “herein”,
“hereof”, “hereunder” or words of similar import shall mean and be a reference to the Proxy as amended hereby. 














	 	(ii)	 Except as otherwise expressly provided herein, all of the terms and conditions of the Purchase Agreement remain
unchanged and continue in full force and effect. 


 3.    Miscellaneous. The provisions of
Sections 8 – 20 (inclusive) of the Proxy are incorporated into, and shall apply to, this amendment letter, mutatis mutandis.  

[Signature Page Follows] 











 
	
	Sincerely,
	
	 /s/ Vishal Garg

	Vishal Garg


 ACCEPTED AND AGREED 

this 8 day of October, 2021 by: 
  

			
	SVF II Beaver (DE) LLC
		
	By: 	 	 /s/ Ian Mclean

	Name: 	 	Ian Mclean
	Title:	 	Manager












 EXHIBIT A 

BETTER HOLDCO, INC. 

IRREVOCABLE VOTING PROXY 

This irrevocable voting proxy (this “Proxy”) is effective as of April 7, 2021 and is made by and between SVF II Beaver
(DE) LLC, a Delaware limited liability company (the “Grantor”), and Vishal Garg (the “Proxyholder” and, together with the Grantor, the “Parties”) with respect to the voting of shares of capital
stock of Better Holdco, Inc., a Delaware corporation (including Better Home & Finance Holding Company as successor thereto, the “Company”), set forth herein. 

RECITALS 
 WHEREAS,
on or about the date hereof, Grantor has agreed to purchase the shares of the capital stock of the Company set forth on Schedule A pursuant to those certain Stock Transfer Agreements, dated as of April 7, 2021 or April 30, 2021, by
and among the Grantor, the Company and the Sellers party thereto set forth on Schedule B (such agreement, the “Transfer Agreements” and all such shares and any common stock or other capital stock of the Company into which
such shares may convert or for which such shares may be exchanged (including any shares of Better Home & Finance Holding Company received by Grantor) (the “Subject Shares”); 

WHEREAS, Grantor wishes to appoint Proxyholder as proxy and attorney in fact with respect to the voting of the Subject Shares; and 

WHEREAS, Proxyholder wishes to accept such appointment. 

AGREEMENT 
 NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 

1.    Grant of Irrevocable Proxy. Subject to and contingent upon the final settlement of the claims
and counterclaims alleged in U.S. Bank National Association v. Triaxx Asset Management LLC, et al., No. 18-cv-04404 (S.D.N.Y), the Grantor hereby irrevocably
(except as otherwise set forth herein) appoints Proxyholder, with full power of substitution and re-substitution, as Grantor’s sole and exclusive proxy with sole and exclusive power to vote in the
Grantor’s name and on the Grantor’s behalf the Subject Shares to vote or act by written consent solely with respect to any matter duly presented to the stockholders of the Company for a vote with respect to such voting power of the Subject
Shares or waivers of rights of stockholders of the Company (other than the exercise or waiver of any appraisal or dissenter’s rights, rights of first refusal, co-sale rights, preemptive rights,
information rights or any similar rights or approval over amendments or any other action that is disproportionately adverse to the Grantor or any applicable class or series of the Subject Shares and other similar rights, in each case, as set forth












 
in the Stockholder Agreements (as defined in the Transfer Agreements)) in the sole and absolute discretion of the Proxyholder, and to receive copies of all notices with respect to the above, in
each case with respect to the Subject Shares, and the Grantor hereby grants power of attorney to the Proxyholder with respect thereto. 

The proxy and corresponding power of attorney described herein are coupled with an interest (including in light of the fact that the
Proxyholder currently has certain other interests in the Company and its capital stock and is an officer and director of the Company). Furthermore, the Parties agree this Proxy is executed and intended to be irrevocable in accordance with the
provisions of Section 212 of the Delaware General Corporation Law. 
 The Grantor hereby revokes any and all previous proxies with
respect to the Subject Shares, other than that certain proxy set forth in that certain Eighth Amended and Restated Voting Agreement, dated November 2, 2020, by and among the Company and the other parties named therein, and shall not hereafter,
unless and until this Proxy terminates or expires pursuant to the terms of this Proxy, grant any other proxy or power of attorney with respect to any of the Subject Shares, deposit any of the Subject Shares into a voting trust or enter into any
agreement (other than this Proxy), arrangement or understanding with any person to vote, grant any proxy or give instructions with respect to the voting of any of the Subject Shares. 

Notwithstanding anything to the contrary herein, the rights granted by Grantor to the Proxyholder with respect to the Subject Shares pursuant
to this Proxy shall terminate and be of no further force and effect (a) with respect to any Subject Share, upon the transfer of such Subject Share to a third party that is not an affiliate of Grantor in a bona fide arms’ length sale;
provided, that such transfer is not made in violation of the provisions of the Tenth Amended and Restated Certificate of Incorporation of the Company dated November 2, 2020 (as amended), any Stockholder Agreement or this Proxy, (b) upon
the termination for cause of the Proxyholder as the President and/or Chief Executive Officer of the Company or (c) if (i) one of the following events has occurred (A) the resignation, removal or termination (other than for cause) of the
Proxyholder as the President and/or Chief Executive Officer of the Company, (B) the initiation of any criminal proceeding against the Company, the Proxyholder or any of their respective affiliates or the initiation of any material regulatory
proceeding against the Company, the Proxyholder or any of their respective affiliates if the facts or circumstances that are the subject of such material regulatory proceeding have not been cured within one hundred eighty (180) days following
the initiation of such proceeding, (C) the criminal conviction of, or finding of fraud or willful misconduct by a court of competent jurisdiction by, the Proxyholder or (D) a material breach by the Company or the Proxyholder of any of the
representations or warranties set forth in those certain side letters entered into in connection with the Transfer Agreements that has resulted in a successful indemnification claim by Grantor pursuant to such side letter and (ii) such event
has resulted in material impairment of the value of the Subject Shares relative to the aggregate of the Purchase Prices (as defined in the Transfer Agreements); provided that the existence of such material impairment shall be determined by a
nationally recognized accounting firm to be mutually agreed by Grantor and Proxyholder. 

2.    Representations and Warranties. The Grantor hereby represents and warrants to the Proxyholder
that (a) the Grantor is duly authorized to execute and deliver this Proxy and that 











 
this Proxy is a valid and binding proxy, enforceable against the Grantor in accordance with its terms and (b) neither the execution of this Proxy nor the consummation by the Grantor of the
transactions contemplated hereby will constitute a violation of or conflict with, or constitute a default under, any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Grantor is a party or by which
Grantor is bound. 
 3.    Legends. Any certificate representing any of the Subject Shares subject
to this Proxy may be marked by the Company with a legend reading substantially as follows: 
 THE SHARES EVIDENCED HEREBY ARE SUBJECT TO AN
IRREVOCABLE VOTING PROXY (A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER) AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID IRREVOCABLE
VOTING PROXY. 
 4.    Stock Splits, Dividends, Etc. In the event of any issuance of shares of the
Company’s voting securities hereafter to the Grantor by virtue of the Grantor’s ownership of the Subject Shares in connection with any stock split, stock dividend, recapitalization or reorganization, such shares shall automatically become
subject to this Proxy as though such securities are deemed to constitute Subject Shares and may be marked with a legend reading substantially as set forth in Section 3. 

5.    No Liability. The Proxyholder may take any action with regard to the Subject Shares permitted
by this Proxy in her or his sole and absolute discretion. The Proxyholder shall not be liable for any error of judgment nor for any act done or omitted, nor for any mistake of fact or law nor for anything that Proxyholder may do or refrain from
doing related to the possession or exercise of this Proxy. The Grantor acknowledges and agrees that no duty or obligation, fiduciary or otherwise, is owed to the Grantor by the Proxyholder in connection with or as a result of the granting of this
Proxy or by reason of any act or omission related to the possession or the exercise thereof, and, to the extent any duty shall nonetheless be deemed or found to exist, the Grantor hereby expressly and knowingly irrevocably waives, to the fullest
extent permitted by applicable law, any and all such duty or duties arising out of the grant of this Proxy. 

6.    Termination. This Proxy shall automatically terminate on the date that is five (5) years
following the date hereof and as otherwise set forth in Section 1. 

7.    Schedule of Subject Shares. Schedule A hereto sets forth the Subject Shares as of the date of
this Proxy. Grantor agrees to inform Proxyholder of any shares of common stock or other capital stock of the Company acquired by the Grantor following the date of this Proxy, however acquired (other than any shares issued to Grantor directly by the
Company in a new financing or private placement transaction) promptly following any such acquisition (“Subsequently Acquired Shares”). Grantor and Proxyholder agree to update Schedule A hereto to reflect any Subsequently
Acquired Shares. 











 8.    Specific Performance. It is acknowledged that
the rights of the Parties under this Proxy are unique, it will be impossible to measure in money the damages that would be suffered if the Parties fail to comply with any of the obligations herein imposed on them and that in the event of any such
failure, an aggrieved Party will be irreparably damaged and will not have an adequate remedy at law. Any such Party shall, therefore, in addition to any other remedies that may be available to a Party upon any such violation, be entitled to seek
injunctive relief, including specific performance, to enforce such obligations, and if any action shall be brought in equity to enforce any of the provisions of this Proxy, none of the Parties shall raise the defense that there is an adequate remedy
at law and each Party hereby waives any requirement for the security or posting of any bond in connection with such enforcement. 

9.    Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this
Proxy shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties (including transferees of any Subject Shares). Nothing in this Proxy, express or implied, is intended to confer upon any party other than
the Parties or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Proxy, except as expressly provided in this Proxy. 

10.    Governing Law. This Proxy and all acts and transactions pursuant hereto and the rights and
obligations of the Parties shall be governed, construed and interpreted in accordance with the laws of the State of Delaware. 

11.    Jurisdiction; Venue. The Parties (a) hereby irrevocably and unconditionally submit to the
jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Eastern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Proxy,
(b) agree not to commence any suit, action or other proceeding arising out of or based upon this Proxy except in the state courts of New York or the United States District Court for the Eastern District of New York, and (c) hereby waive,
and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from
attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Proxy or the subject matter hereof may not be enforced in or by such court.

 12.    Amendments. Any term of this Proxy may be amended and the observance of any term of this
Proxy may be waived (either generally or in a particular instance and either retroactively or prospectively) only by the written consent of each of the Parties. No waiver by any Party of any of the provisions hereof shall be effective unless
explicitly set forth in writing and signed by the Party so waiving. 
 13.    Titles and Subtitles.
The titles and subtitles used in this Proxy are for convenience only and are not to be considered in construing or interpreting this Proxy. 

14.    Severability. If one or more provisions of this Proxy are held to be unenforceable under
applicable law, such provision shall be excluded from this Proxy and the balance of this Proxy shall be interpreted as if such provision or provisions were so excluded and shall be enforceable in accordance with its terms. 











 15.    Attorneys’ Fees. In the event that any
suit or action is instituted to enforce any provision in this Proxy, the prevailing party or parties in such dispute shall be entitled to recover from the losing party or parties all fees, costs and expenses of enforcing any right of such prevailing
party or parties under or with respect to this Proxy (in addition to any other relief to which the prevailing party or parties may be entitled), including without limitation, such reasonable fees and expenses of attorneys and accountants, which
shall include, without limitation, all fees, costs and expenses of appeals. 
 16.    Notices. All
notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) when delivered or sent if delivered in person, (b) on the fifth Business Day after dispatch by registered or certified mail, (c) on
the next Business Day if transmitted by national overnight courier or (d) on the date delivered if sent by email during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the
recipient’s next business day (provided that confirmation of email transmission is obtained), in each case as follows (or at such other address for a Party as shall be specified by like notice): 

 

	 	(i)	 If to Grantor, to: 



SVF II Beaver (DE) LLC 
 c/o SB
Investment Advisers (UK) Limited 
 69 Grosvenor Street 

London W1K 3JP UK 
  

	 	(ii)	 If to Proxyholder, to: 



Vishal Garg 
 175 Greenwich
Street, Floor 59 
 New York, NY 10007 

17.    Survival. Sections 5, 9, 10, 11, 13, 15 and 18 shall survive the termination of this Proxy.

 18.    Advice of Counsel. Each Party acknowledges that, in executing this Proxy, such Party has
had the opportunity to seek the advice of independent legal counsel, and has read and understood all of the terms and provisions of this Proxy. This Proxy shall not be construed against any Party by reason of the drafting or preparation hereof. 

19.    Further Documentation and Further Assurances. Each Party hereto agrees to take all such
actions as may be necessary, and to execute and deliver any and all further agreements, documents or instruments necessary or appropriate to give full force and effect to the terms and intent of this Proxy or as reasonably requested by the other
Party to evidence its rights hereunder. 











 20.    Counterparts and Electronic Execution. This
Proxy may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. 

(Signature page follows) 











 GRANTOR: 

SVF II BEAVER (DE) LLC 
  

			
	By:	 	 /s/ Ian Mclean

	Name:	 	Ian McLean
	Title:	 	Manager

 ACKNOWLEDGED AND AGREED TO 

BY: PROXYHOLDER: 
  

			
	By:	 	 /s/ Vishal Garg

	Name:	 	Vishal Garg












 Schedule A 

Subject Shares 
  

					
	 Class and Series of Capital Stock
	  	Number of Shares	 
	 Series A Preferred Stock
	  	 	616,030	 
	 Series A-1 Preferred Stock
	  	 	7,542,734	 
	 Series B Preferred Stock
	  	 	445,689	 
	 Series B-1 Preferred Stock
	  	 	2,033,429	 
	 Series C Preferred Stock
	  	 	1,086,735	 
	 Series C-1 Preferred Stock
	  	 	1,821,049	 
	 Series C-2 Preferred Stock
	  	 	659,492	 
	 Common B Stock
	  	 	5,602,357	 
	 Common O Stock
	  	 	498,157	 
		  	  
	  
	 
	 Total:
	  	 	20,305,672	 
		  	  
	  
	 












 Schedule B 

List of Stock Transfer Agreements 
  

	 	•	 	 Stock Transfer Agreement, dated as of April 7, 2021, by and among Goldman Sachs PSI Global Holdings, LLC and
SVF II Beaver (DE) LLC. 


  

	 	•	 	 Stock Transfer Agreement, dated as of April 7, 2021, by and among 1/0 Mortgage Investment LLC and SVF II
Beaver (DE) LLC. 


  

	 	•	 	 Stock Transfer Agreement, dated as of April 7, 2021, by and among KPCB Holdings, Inc. and SVF II Beaver (DE)
LLC. 


  

	 	•	 	 Stock Transfer Agreement, dated as of April 7, 2021, by and among Elana Knoller and SVF II Beaver (DE) LLC.



  

	 	•	 	 Stock Transfer Agreement, dated as of April 7, 2021, by and among The Elin Marta Petursdottir 2020
Descendants Trust and SVF II Beaver (DE) LLC. 


  

	 	•	 	 Stock Transfer Agreement, dated as of April 7, 2021, by and among The Sigurgeir Orn Jonsson 2020 Family
Trust and SVF II Beaver (DE) LLC. 


  

	 	•	 	 Stock Transfer Agreement, dated as of April 7, 2021, by and among Sarah Pierce and SVF II Beaver (DE) LLC.



  

	 	•	 	 Stock Transfer Agreement, dated as of April 7, 2021, by and among Peter Scherr and SVF II Beaver (DE) LLC.



  

	 	•	 	 Stock Transfer Agreement, dated as of April 7, 2021, by and among Biscay GSTF III, LLC and SVF II Beaver
(DE) LLC. 


  

	 	•	 	 Stock Transfer Agreement, dated as of April 7, 2021, by and among Ally Ventures, a business unit of Ally
Financial Inc. and SVF II Beaver (DE) LLC. 


  

	 	•	 	 Stock Transfer Agreement, dated as of April 30, 2021, by and among Goldman Sachs PSI Global Holdings, LLC
and SVF II Beaver (DE) LLC. 


  

	 	•	 	 Stock Transfer Agreement, dated as of April 30, 2021, by and among 1/0 Mortgage Investment LLC and SVF II
Beaver (DE) LLC. 


  

	 	•	 	 Stock Transfer Agreement, dated as of April 30, 2021, by and among Elana Knoller and SVF II Beaver (DE) LLC.



  

	 	•	 	 Stock Transfer Agreement, dated as of April 30, 2021, by and among The Elin Marta Petursdottir 2020
Descendants Trust and SVF II Beaver (DE) LLC. 


  

	 	•	 	 Stock Transfer Agreement, dated as of April 30, 2021, by and among The Sigurgeir Orn Jonsson 2020 Family
Trust and SVF II Beaver (DE) LLC. 


  

	 	•	 	 Stock Transfer Agreement, dated as of April 30, 2021, by and among Sarah Pierce and SVF II Beaver (DE) LLC.



  

	 	•	 	 Stock Transfer Agreement, dated as of April 30, 2021, by and among Peter Scherr and SVF II Beaver (DE) LLC.



  

	 	•	 	 Stock Transfer Agreement, dated as of April 30, 2021, by and among Biscay GSTF III, LLC and SVF II Beaver
(DE) LLC. 


  

	 	•	 	 Stock Transfer Agreement, dated as of April 30, 2021, by and among Ally Ventures, a business unit of Ally
Financial Inc. and SVF II Beaver (DE) LLC.