ASSIGNMENT, ASSUMPTION AND AMENDMENT OF
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).
WHEREAS, NAC 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 Existing Warrant Agreement, capitalized terms used herein, but not otherwise defined, shall have the meanings given to such terms in the Existing Warrant Agreement);
WHEREAS, pursuant to the Existing Warrant Agreement, NAC issued (a) 5,000,000 warrants to the Sponsor (collectively, the Private Warrants) to purchase shares of NACs Class A common stock, par value $0.0001 per share (Common Stock) simultaneously with the closing of the Public Offering, at a purchase price of $1.50 per Private Warrant, with each Private Warrant being exercisable for one share of Common Stock and with an exercise price of $11.50 per share and (b) 9,166,666 warrants to public investors in the Public Offering (collectively, the Public Warrants, collectively with the Private Warrants, the Warrants) to purchase shares of Common Stock, with each Public Warrant being exercisable for one share of Common Stock and with an exercise price of $11.50 per share;
WHEREAS, all of the Warrants are governed by the Existing Warrant Agreement;
WHEREAS, on January 5, 2020, a Business Combination Agreement was entered into by and among NAC, BRP Hold 11, Inc., a Delaware corporation, the person listed as the Blocker Holder on the signature pages thereto, ParentCo, NBLA Merger Sub LLC, a Texas limited liability company, NBLA Merger Sub Corp., a Delaware corporation (Merger Sub Corp), 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 (as amended, the BCA);
WHEREAS, pursuant to the provisions of the BCA, among other things, Merger Sub Corp will merge with and into NAC with NAC surviving such merger as a wholly owned subsidiary of ParentCo (the Merger), and, as a result of the Merger, all shares of Common Stock shall be converted into the right to receive shares of common stock of ParentCo, par value $0.01 (ParentCo Common Stock);
WHEREAS, upon consummation of the Merger, as provided in Section 4.4 of the Existing Warrant Agreement, the Warrants will no longer be exercisable for shares of Common Stock but instead will be exercisable (subject to the terms and conditions of the Existing Warrant Agreement as amended hereby) for shares of ParentCo Common Stock;