INVESTOR RIGHTS AGREEMENT
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).
WHEREAS, Nebula Acquisition Corp., a Delaware corporation (NAC), BRP Hold 11, Inc., a Delaware corporation (Blocker), Blocker Holder, 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, as the Securityholder Representative, have entered into that certain Business Combination Agreement, dated as of January 5, 2020 (as amended or supplemented from time to time, the Business Combination Agreement), pursuant to which, among other things: (a) Merger Sub Corp will merge with and into NAC (the First Merger), with NAC surviving the First Merger as a wholly owned subsidiary of ParentCo; (b) immediately following the First Merger and prior to the Blocker Contribution (as defined below), Blocker shall redeem a specified number of shares of Blocker common stock in exchange for cash (the Blocker Redemption); (c) immediately following the Blocker Redemption, ParentCo will acquire, and the Blocker Holder will contribute to ParentCo the remaining Blocker Shares after giving effect to the Blocker Redemption (the Blocker Contribution), such that, following the Blocker Contribution, Blocker will be a wholly-owned subsidiary of ParentCo; and (d) immediately following the Blocker Contribution, Merger Sub LLC will merge with and into the Company (the Second Merger), with the Company surviving the Second Merger as an indirect wholly-owned subsidiary of ParentCo;
WHEREAS, NAC and the Investors listed as NAC Investors on Schedule I hereto (collectively, the NAC Investors) are parties to that certain Registration Rights Agreement, dated January 9, 2018 (the Prior NAC Agreement);
WHEREAS, the Company and certain of the Investors listed as Company Investors on Schedule I hereto (collectively, the Company Investors) are parties to that certain Investor Rights Agreement, dated March 20, 2016 ( the Prior Company Agreement);
WHEREAS, NAC and the NAC Investors desire to terminate the Prior NAC Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior NAC Agreement; and
WHEREAS, the Company, Blocker and the Company Investors desire to terminate the Prior Company Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Company Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: