INDEMNITY AGREEMENTIndemnity Agreement • December 18th, 2017 • Nebula Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2018, by and between Nebula Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
WARRANT AGREEMENT between NEBULA ACQUISITION CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • January 16th, 2018 • Nebula Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 9, 2018, is by and between Nebula Acquisition Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
25,000,000 Units Nebula Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2018 • Nebula Acquisition Corp • Blank checks • New York
Nebula Acquisition Corporation, a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 25,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters. Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
Nebula Acquisition Corporation San Francisco, CA 94133Nebula Acquisition Corp • December 18th, 2017 • Blank checks • New York
This agreement (the “Agreement”) is entered into on October 13, 2017 by and between Nebula Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Nebula Acquisition Corporation, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Nebula Acquisition Corporation 480 Pacific Avenue, Suite 200 San Francisco, CA 94133 Re: Initial Public Offering Gentlemen:Letter Agreement • January 16th, 2018 • Nebula Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Nebula Acquisition Corporation, a Delaware corporation (the “Company”), Deutsche Bank Securities Inc. and Goldman, Sachs & Co., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Of
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 16th, 2018 • Nebula Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 9, 2018, is made and entered into by and among Nebula Acquisition Corporation, a Delaware corporation (the “Company”), Nebula Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 16th, 2018 • Nebula Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 9, 2018 by and between Nebula Acquisition Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 18th, 2017 • Nebula Acquisition Corp • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 14, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between Nebula Acquisition Corporation, a Delaware corporation (the “Company”), and Nebula Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
ContractFounder Support Agreement • March 18th, 2020 • Nebula Acquisition Corp • Blank checks • Delaware
AMENDMENT NO. 1, dated as of March 18, 2020 (this “Amendment”), to the NAC FOUNDER SUPPORT AGREEMENT, dated as of January 5, 2020 (the “Agreement”), by and among Nebula Acquisition Corp., a Delaware corporation (“NAC”), Nebula Parent Corp., a Delaware corporation, Open Lending, LLC, a Texas limited liability company, and each of the stockholders of NAC whose names appear on the signature pages of the Agreement. Unless otherwise defined herein, capitalized terms are used herein as defined in the Agreement.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • January 6th, 2020 • Nebula Acquisition Corp • Blank checks • Delaware
COMPANY SUPPORT AGREEMENT, dated as of January 5, 2020 (this “Agreement”), by and among NEBULA ACQUISITION CORP., a Delaware corporation (“NAC”), and each of the members of the Company whose names appear on the signature pages of this Agreement (each, a “Company Member” and, collectively, the “Company Members”).
FORM OF INVESTOR SUPPORT AGREEMENTInvestor Support Agreement • January 6th, 2020 • Nebula Acquisition Corp • Blank checks • Delaware
INVESTOR SUPPORT AGREEMENT, dated as of January ___, 2020 (this “Agreement”), by and among NEBULA ACQUISITION CORP., a Delaware corporation (“NAC”), and the stockholder of NAC whose name appears on the signature page of this Agreement (the “Investor”).
AMENDMENT NO. 2 AND CONSENTBusiness Combination Agreement • March 27th, 2020 • Nebula Acquisition Corp • Blank checks • Delaware
This AMENDMENT NO. 2 AND CONSENT, dated as of March 26, 2020 (this “Amendment and Consent”), to the BUSINESS COMBINATION Agreement, dated as of January 5, 2020 (as amended by that certain Amendment No. 1 and Waiver Agreement, dated as of March 18, 2020, the “Agreement”), by and among Nebula Acquisition Corp., a Delaware corporation (“NAC”), BRP Hold 11, Inc., a Delaware corporation, the person listed as the Blocker Holder on the signature pages to the Agreement, Nebula Parent Corp., a Delaware corporation, NBLA Merger Sub LLC, a Texas limited liability company, NBLA Merger Sub Corp., a Delaware corporation, Open Lending, LLC, a Texas limited liability company, and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the Securityholder Representative. Unless otherwise defined herein, capitalized terms are used herein as defined in the Agreement.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 6th, 2020 • Nebula Acquisition Corp • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) pursuant to the terms of that certain Business Combination Agreement, dated as of the date hereof, as may be amended from time to time, by and among Nebula Acquisition Corporation, a Delaware corporation (the “Company”), Open Lending, LLC, a Texas limited liability company (“Open Lending”), BRP Hold 11, Inc., a Delaware corporation, Nebula Parent Corp., a Delaware corporation (“Pubco”), NBLA Merger Sub LLC, a Texas limited liability company, NBLA Merger Sub Corp., a Delaware corporation, and a Securityholder Representative, which is expected to result in the mergers of each of the Company and Open Lending into subsidiaries of Pubco, the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), which will convert into shares of common stock of P
ContractNebula Acquisition Corp • May 13th, 2020 • Blank checks • Delaware
AMENDMENT NO. 2, dated as of May 13, 2020 (this “Amendment”), to the NAC FOUNDER SUPPORT AGREEMENT, dated as of January 5, 2020 (as amended by that certain Amendment No. 1, dated as of March 18, 2020, the “Agreement”), by and among Nebula Acquisition Corp., a Delaware corporation (“NAC”), Nebula Parent Corp., a Delaware corporation, Open Lending, LLC, a Texas limited liability company, and each of the stockholders of NAC whose names appear on the signature pages of the Agreement. Unless otherwise defined herein, capitalized terms are used herein as defined in the Agreement.
BUSINESS COMBINATION AGREEMENT by and among NEBULA Acquisition Corp., BRP HOLD 11, INC., THE BLOCKER HOLDER NAMED HEREIN, NEBULA PARENT CORP., NBLA MERGER SUB LLC, NBLA MERGER SUB CORP., OPEN LENDING, LLC and SHAREHOLDER REPRESENTATIVE SERVICES LLC,...Tax Receivable Agreement • January 6th, 2020 • Nebula Acquisition Corp • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of January 5, 2020 (this “Agreement”), by and among Nebula Acquisition Corp., a Delaware corporation (“NAC”), BRP Hold 11, Inc., a Delaware corporation (“Blocker”), the person listed as the Blocker Holder on the signature pages hereto (the “Blocker Holder”), Nebula Parent Corp., a Delaware corporation (“ParentCo”), NBLA Merger Sub LLC, a Texas limited liability company (“Merger Sub LLC”), NBLA Merger Sub Corp., a Delaware corporation (“Merger Sub Corp”), Open Lending, LLC, a Texas limited liability company (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the Securityholder Representative.
ContractBusiness Combination Agreement • March 18th, 2020 • Nebula Acquisition Corp • Blank checks • Delaware
AMENDMENT NO. 1 AND WAIVER, dated as of March 18, 2020 (this “Amendment”), to the BUSINESS COMBINATION AGREEMENT, dated as of January 5, 2020 (the “Agreement”), by and among Nebula Acquisition Corp., a Delaware corporation (“NAC”), BRP Hold 11, Inc., a Delaware corporation, the person listed as the Blocker Holder on the signature pages to the Agreement, Nebula Parent Corp., a Delaware corporation, NBLA Merger Sub LLC, a Texas limited liability company, NBLA Merger Sub Corp., a Delaware corporation, Open Lending, LLC, a Texas limited liability company, and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the Securityholder Representative. Unless otherwise defined herein, capitalized terms are used herein as defined in the Agreement.
ContractNebula Acquisition Corp • May 13th, 2020 • Blank checks • Delaware
AMENDMENT NO. 3, dated as of May 13, 2020 (this “Amendment”), to the BUSINESS COMBINATION Agreement, dated as of January 5, 2020 (as amended by that certain Amendment No. 1 and Waiver, dated as of March 18, 2020 and that certain Amendment No. 2 and Consent, dated as of March 26, 2020, the “Agreement”), by and among Nebula Acquisition Corp., a Delaware corporation, BRP Hold 11, Inc., a Delaware corporation, the person listed as the Blocker Holder on the signature pages to the Agreement, Nebula Parent Corp., a Delaware corporation, NBLA Merger Sub LLC, a Texas limited liability company, NBLA Merger Sub Corp., a Delaware corporation, Open Lending, LLC, a Texas limited liability company, and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the Securityholder Representative. Unless otherwise defined herein, capitalized terms are used herein as defined in the Agreement.
NAC FOUNDER SUPPORT AGREEMENTNac Founder Support Agreement • January 6th, 2020 • Nebula Acquisition Corp • Blank checks • Delaware
NAC FOUNDER SUPPORT AGREEMENT, dated as of January 5, 2020 (this “Agreement”), by and among NEBULA ACQUISITION CORP., a Delaware corporation (“NAC”), NEBULA PARENT CORP., a Delaware corporation (“ParentCo”), OPEN LENDING, LLC, a Texas limited liability company (the “Company”), and each of the stockholders of NAC whose names appear on the signature pages of this Agreement (each, a “Founder” and, collectively, the “Founders”).
