AMENDMENT NO. 1 TO WARRANT AGREEMENT
THIS AMENDMENT TO THE WARRANT AGREEMENT (this Amendment) is made as of _____________________, 2020, by and between Nebula Acquisition Corp., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC (the Warrant Agent).
WHEREAS, on January 12, 2018, the Company consummated its initial public offering (IPO) of 27,500,000 units (the Units), with each Unit consisting of one share of Class A common stock, $0.0001 par value per share, and one-third of one warrant (the Public Warrants);
WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of January 9, 2018, and filed with the United States Securities and Exchange Commission on January 16, 2018 (the Warrant Agreement), which governs the Warrants (capitalized terms used herein, but not otherwise defined herein, shall have the meanings given to such terms in the Warrant Agreement);
WHEREAS, on January 5, 2020, a Business Combination Agreement (the Business Combination Agreement) was entered into by and among the Company, BRP Hold 11, Inc., a Delaware corporation, the person listed as the Blocker Holder on the signature pages to the Business Combination 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;
WHEREAS, the Company and the Warrant Agent seek to amend the Warrant Agreement to provide that, upon the consummation of the transactions contemplated by the Business Contribution Agreement, all of the issued and outstanding Public Warrants will be exchanged for cash in the amount of $1.50 per whole Public Warrant and the Warrant Agreement thereafter terminated with respect to such Public Warrants; and
WHEREAS, on ___________________, 2020, the Company held a special meeting of the holders of Public Warrants pursuant to which the Company obtained the required approval of the holders of the Public Warrants to this Warrant Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows.