WARRANT AGREEMENT between NEBULA ACQUISITION CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • July 1st, 2020 • Open Lending Corp • Personal credit institutions • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ______, 2017, 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”).
Open Lending Corporation 9,000,000 shares of Common Stock Underwriting AgreementUnderwriting Agreement • April 1st, 2021 • Open Lending Corp • Personal credit institutions • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Open Lending Corporation, a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 9,000,000 shares of common stock, par value $0.01 per share (the “Firm Shares”) and, at the election of the Underwriters, up to 1,350,000 additional shares (the “Optional Shares”) of common stock (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
OPEN LENDING CORPORATION [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • June 16th, 2020 • Open Lending Corp • Personal credit institutions • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Open Lending Corporation, a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
OPEN LENDING CORPORATION [FORM OF] OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • June 16th, 2020 • Open Lending Corp • Personal credit institutions • Delaware
This Indemnification Agreement (“Agreement”) is made as of [●] by and between Open Lending Corporation, a Delaware corporation (the “Company”), and Officer (“Indemnitee”).
CREDIT AGREEMENT dated as of March 11, 2020, among OPEN LENDING, LLC, as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent, UBS SECURITIES LLC, as Syndication Agent...Credit Agreement • May 13th, 2020 • Nebula Parent Corp. • Personal credit institutions • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of March 11, 2020, among OPEN LENDING, LLC, a Texas limited liability company (the “Borrower”), the Guarantors party hereto from time to time, UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
CREDIT AGREEMENT dated as of March 19, 2021 OPEN LENDING CORPORATION, as Borrower, THE LENDERS AND ISSUING BANKS PARTY HERETO, WELLS FARGO BANK, N.A., as Administrative Agent, WELLS FARGO SECURITIES, LLC, as the Lead Arranger and WELLS FARGO...Credit Agreement • March 25th, 2021 • Open Lending Corp • Personal credit institutions • New York
CREDIT AGREEMENT, dated as of March 19, 2021 (this “Agreement”), among OPEN LENDING CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, the LENDERS party hereto from time to time, and WELLS FARGO BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders and Collateral Agent for the Secured Parties.
INCENTIVE STOCK OPTION AGREEMENT UNDER THE OPEN LENDING CORPORATIONIncentive Stock Option Agreement • November 27th, 2020 • Open Lending Corp • Personal credit institutions
Pursuant to the Open Lending Corporation 2020 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Open Lending Corporation (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share, of the Company (the “Stock”) specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE OPEN LENDING CORPORATION 2020 STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement • November 27th, 2020 • Open Lending Corp • Personal credit institutions
Pursuant to the Open Lending Corporation 2020 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Open Lending Corporation (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share, of the Company (the “Stock”) specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
STOCK REPURCHASE AGREEMENT BY AND BETWEEN OPEN LENDING CORPORATION AND THE STOCKHOLDERS LISTED HEREIN Dated as of March 29, 2021Stock Repurchase Agreement • April 1st, 2021 • Open Lending Corp • Personal credit institutions • Delaware
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2021 by and between Open Lending Corporation, a Delaware corporation (“Open Lending”) and the stockholders of Open Lending set forth on Exhibit A attached hereto (each a “Seller” and collectively, the “Sellers”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2022 • Open Lending Corp • Personal credit institutions • Texas
This Employment Agreement (“Agreement”) is made by and between Open Lending Corporation, a Delaware corporation (the “Company”), and Keith Jezek (the “Executive”), on October 6, 2022 (the “Effective Date”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2020 • Open Lending Corp • Personal credit institutions • Texas
This First Amendment to Employment Agreement (this “Amendment”) is executed and effective as of November 5, 2020 (the “Effective Date”), by and between Open Lending Corporation, a Delaware corporation (the “Company”), and Ross Jessup (the “Executive”).
ContractNac Founder Support Agreement • March 18th, 2020 • Nebula Parent Corp. • 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.
AMENDMENT NO 1. TO TAX RECEIVABLE AGREEMENTTax Receivable Agreement • April 12th, 2021 • Open Lending Corp • Personal credit institutions • Delaware
This AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENT (this “Amendment”), dated as of April 9, 2021, is hereby entered into by and among Open Lending Corporation (f/k/a Nebula Parent Corp.), a Delaware corporation (“Parent”), the person listed as the Blocker Holder on the signature pages hereto (the “Blocker Holder”) and the undersigned persons listed as Beneficiaries on the signature pages hereto, with respect to the Tax Receivable Agreement, dated as of June 10, 2020 (as amended, restated, supplemented and/or otherwise modified from time to time the “Agreement”), by and among Parent, the Blocker Holder, the Beneficiaries and certain other parties thereto.
PRODUCER AGREEMENT BY AND BETWEEN AMTRUST NORTH AMERICA, INC. AND LENDERS PROTECTION, LLCProducer Agreement • May 13th, 2020 • Nebula Parent Corp. • Personal credit institutions • New York
THIS PRODUCER AGREEMENT (this “Agreement”) is dated as of October 22, 2013 to be effective on and as of June 1, 2013 (the “Effective Date”) by and between AMTRUST NORTH AMERICA, INC., a corporation organized under the laws of the State of Delaware with its principal place of business located at 59 Maiden Lane, New York, NY 10038 (“ANA”), and LENDERS PROTECTION, LLC, a limited liability company organized under the laws of the State of Texas with its principal place of business located at 901 South Mopac Expressway, Building One, Suite 250, Austin, TX 78746 (“Lenders Protection”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 16th, 2020 • Open Lending Corp • Personal credit institutions
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 10, 2020, by and among Nebula Parent Corp., a Delaware corporation (the “ParentCo”), the parties listed as Investors on Schedule I hereto (each, an “Investor” and collectively, the “Investors”) and, solely for purposes of Section 8.1, Bregal Sagemount I, L.P. (“Blocker Holder”) and Open Lending, LLC, a Texas limited liability company (the “Company”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 6th, 2022 • Open Lending Corp • Personal credit institutions • Texas
THIS TRANSITION SERVICES AGREEMENT (the “Agreement”) is made effective as of October 6, 2022 (the “Effective Date”), by and between Open Lending Corporation, a Delaware corporation (the “Company” and together with its affiliates within the meaning of Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended, the “Company Group”), and John Flynn (“Executive”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 10th, 2020 • Open Lending Corp • Personal credit institutions • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), is dated as of December 7, 2020, and is made by and among OPEN LENDING, LLC, a Texas limited liability company (the “Borrower”) and the financial institutions party hereto as Lenders. Unless otherwise indicated, all capitalized terms used herein but not otherwise defined shall have the respective meanings provided to such terms in the Credit Agreement referred to below (as amended by this Second Amendment).
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE OPEN LENDING CORPORATIONRestricted Stock Unit Award Agreement • November 27th, 2020 • Open Lending Corp • Personal credit institutions
Pursuant to the Open Lending Corporation 2020 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Open Lending Corporation (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share, of the Company (the “Stock”).
Separation Agreement and ReleaseSeparation Agreement and Release • March 25th, 2024 • Open Lending Corp • Personal credit institutions • Texas
This Separation Agreement and Release (this “Agreement”), dated March 22, is entered into by and between Open Lending Corporation, a Delaware corporation (the “Company”), and Keith Jezek (the “Executive”).
PRODUCER AGREEMENT BY AND BETWEEN CONTINENTAL CASUALTY COMPANY AND LENDERS PROTECTION, LLCProducer Agreement • May 13th, 2020 • Nebula Parent Corp. • Personal credit institutions • Texas
THIS PRODUCER AGREEMENT (this “Agreement”) is dated as of September 29, 2017 to be effective on and as of October 1, 2017 (the “Effective Date”) by and between CONTINENTAL CASUALTY COMPANY, a corporation organized under the laws of the State of Illinois with its principal place of business located at 333 S. Wabash Ave., Chicago IL 60604 (“CNA”), and LENDERS PROTECTION, LLC, a limited liability company organized under the laws of the State of Texas with its principal place of business located at 901 South Mopac Expressway, Building One, Suite 510, Austin, TX 78746 (“Lenders Protection”).
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EXECUTIVES UNDER THE OPEN LENDING CORPORATIONRestricted Stock Unit Award Agreement • November 27th, 2020 • Open Lending Corp • Personal credit institutions
Pursuant to the Open Lending Corporation 2020 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Open Lending Corporation (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share, of the Company (the “Stock”).
TAX RECEIVABLE AGREEMENT BY AND AMONG NEBULA ACQUISITION CORP., BRP HOLD 11, INC., THE BLOCKER HOLDER NAMED HEREIN, NEBULA PARENT CORP., OPEN LENDING, LLC and THE UNDERSIGNED BENEFICIARIES, Dated as of June 10, 2020Tax Receivable Agreement • June 16th, 2020 • Open Lending Corp • Personal credit institutions • Delaware
This TAX RECEIVABLE AGREEMENT (as it may be amended, restated, supplemented and/or otherwise modified from time to time, this “Agreement”), dated as of June 10, 2020, is hereby entered into by and among Nebula Acquisition Corp., a Delaware corporation (“NAC”), BRP Hold 11, Inc., a Delaware corporation (the “Blocker”), the person listed as the Blocker Holder on the signature pages hereto (the “Blocker Holder”), Nebula Parent Corp., a Delaware corporation (“Parent”), Open Lending, LLC, a Texas limited liability company (the “Company”), and each Beneficiary.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2024 • Open Lending Corp • Personal credit institutions
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”) is entered into on March 22, 2024 (the “Second Amendment Effective Date”), by and between Open Lending Corporation, a Delaware corporation (the “Company”), and Charles D. Jehl (the “Executive” and, together with the Company, the “Parties”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Employment Agreement.
ADVISORY AND CONSULTING SERVICES AGREEMENTAdvisory and Consulting Services Agreement • October 18th, 2022 • Open Lending Corp • Personal credit institutions • Texas
This Advisory and Consulting Services Agreement (the “Agreement”) is entered into as of October 17, 2022 (the “Effective Date”) and states the terms and conditions that govern the contractual agreement between Open Lending Corporation, a Delaware corporation (the “Company”), and Ross M. Jessup (the “Consultant”).
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE OPEN LENDING CORPORATIONNon-Qualified Stock Option Agreement • November 27th, 2020 • Open Lending Corp • Personal credit institutions
Pursuant to the Open Lending Corporation 2020 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Open Lending Corporation (the “Company”) hereby grants to the Optionee named above, who is a Non-Employee Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share, of the Company (the “Stock”) specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
ASSIGNMENT, ASSUMPTION AND AMENDMENT OF WARRANT AGREEMENTWarrant Agreement • July 1st, 2020 • Open Lending Corp • Personal credit institutions • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT OF WARRANT AGREEMENT (this “Agreement”), is made as of June 10, 2020, by and among Nebula Acquisition Corporation, a Delaware corporation (“NAC”), Nebula Parent Corp., a Delaware Corporation (“ParentCo”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”).
ContractBusiness Combination Agreement • May 13th, 2020 • Nebula Parent Corp. • Personal credit institutions • 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.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.Producer Agreement • August 12th, 2021 • Open Lending Corp • Personal credit institutions • Texas
ContractNac Founder Support Agreement • May 13th, 2020 • Nebula Parent Corp. • Personal credit institutions • 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.
PROGRAM MANAGEMENT AGREEMENTProgram Management Agreement • August 5th, 2022 • Open Lending Corp • Personal credit institutions • Texas
THIS PROGRAM MANAGEMENT AGREEMENT (this “Agreement”) is effective as of [***] (the “Effective Date”) by and between ARCH SPECIALTY INSURANCE COMPANY, a corporation organized under the laws of the state of Missouri with its principal place of business located at 2345 Grand Boulevard, Suite 900, Kansas City, Missouri 64108 (“Arch”'), and LENDERS PROTECTION, LLC, a limited liability company organized under the laws of the state of Texas with its principal place of business located at 1501 South Mopac Expressway, Suite 450, Austin, TX 78746 (“Lenders Protection”).
FIRST AMENDMENT TO TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 2nd, 2023 • Open Lending Corp • Personal credit institutions
This First Amendment to the Transition Services Agreement (the “Amendment”) is entered into as of July 27, 2023, by and between Open Lending Corporation, a Delaware corporation (the “Company”), and John J. Flynn (the “Executive”).
FIRST AMENDMENT TO ADVISORY AND CONSULTING SERVICES AGREEMENTAdvisory and Consulting Services Agreement • April 12th, 2023 • Open Lending Corp • Personal credit institutions
This First Amendment to Advisory and Consulting Services Agreement (this “Amendment”) is entered into as of April 7, 2023 by and between Open Lending Corporation, a Delaware corporation (the “Company”), and Ross M. Jessup (the “Consultant”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • May 8th, 2024 • Open Lending Corp • Personal credit institutions
This Separation and Release Agreement (this “Agreement”) is entered into as of May 2, 2024, between Lenders Protection, LLC, a Delaware limited liability company (together with its affiliates, “LP”), and Thinh Nguyen (“Employee”). In consideration of the mutual promises set forth below, LP and Employee agree as follows:
RESTRICTED STOCK AWARD AGREEMENT UNDER THE OPEN LENDING CORPORATIONRestricted Stock Award Agreement • November 27th, 2020 • Open Lending Corp • Personal credit institutions
Pursuant to the Open Lending Corporation 2020 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Open Lending Corporation (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.01 per share of the Company (the “Stock”) specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EXECUTIVES UNDER THE OPEN LENDING CORPORATIONRestricted Stock Unit Award Agreement • November 27th, 2020 • Open Lending Corp • Personal credit institutions
Pursuant to the Open Lending Corporation 2020 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Open Lending Corporation (the “Company”) hereby grants an award of the target number of Restricted Stock Units listed above (an “Award” and such number of Restricted Share Units, the “Target RSUs”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share, of the Company (the “Stock”).
