0001193125-20-169633 Sample Contracts

OPEN LENDING CORPORATION [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENT

Director Indemnification Agreement • June 16th, 2020 • Open Lending Corp • Personal credit institutions • Delaware

• Contract Type
  Director Indemnification Agreement
• Filed
  June 16th, 2020
• Company
  Open Lending Corp
• Industry
  Personal credit institutions
• Jurisdiction
  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 AGREEMENT

Officer Indemnification Agreement • June 16th, 2020 • Open Lending Corp • Personal credit institutions • Delaware

• Contract Type
  Officer Indemnification Agreement
• Filed
  June 16th, 2020
• Company
  Open Lending Corp
• Industry
  Personal credit institutions
• Jurisdiction
  Delaware

This Indemnification Agreement (“Agreement”) is made as of [●] by and between Open Lending Corporation, a Delaware corporation (the “Company”), and Officer (“Indemnitee”).

INVESTOR RIGHTS AGREEMENT

Investor Rights Agreement • June 16th, 2020 • Open Lending Corp • Personal credit institutions

• Contract Type
  Investor Rights Agreement
• Filed
  June 16th, 2020
• Company
  Open Lending Corp
• Industry
  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”).

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, 2020

Tax Receivable Agreement • June 16th, 2020 • Open Lending Corp • Personal credit institutions • Delaware

• Contract Type
  Tax Receivable Agreement
• Filed
  June 16th, 2020
• Company
  Open Lending Corp
• Industry
  Personal credit institutions
• Jurisdiction
  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.