Amendment No. 1 to the Tax Receivable Agreement, dated April 9, 2021
Exhibit 10.1
AMENDMENT NO 1. TO TAX RECEIVABLE AGREEMENT
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.
RECITALS
WHEREAS, Parent, the Blocker Holder, the Beneficiaries (including the undersigned Beneficiaries) and certain other persons are party to the Agreement;
WHEREAS, pursuant to Section 7.6 of the Agreement, the Agreement may be amended if such amendment is approved in writing by Parent and by the Beneficiaries or the Blocker Holder who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Beneficiaries and the Blocker Holder thereunder if the Company had exercised its right of early termination under Section 4.2 thereof (such persons, the “Requisite Holders”); provided that no such amendment shall be effective if such amendment will have a materially disproportionate effect on the payments certain Beneficiaries or the Blocker Holder may receive under this Agreement unless certain other conditions are met;
WHEREAS, the Blocker Holder and the undersigned Beneficiaries constitute the Requisite Holders;
WHEREAS, Parent has determined that this Amendment will not have a materially disproportionate effect on the payments any of the Beneficiaries or the Blocker Holder may receive under the Agreement; and
WHEREAS, Parent and the undersigned Requisite Holders desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, Parent, the Blocker Holder and the undersigned Beneficiaries agree as follows:
1. Amendment of Agreement. This Amendment shall be deemed an amendment to the Agreement and shall become effective and binding upon each of the parties to the Agreement in accordance with its terms when executed and delivered by Parent and the Requisite Holders. To the extent there is a conflict or inconsistency between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment will control. Unless otherwise specifically defined herein or as may otherwise be specified, each capitalized term used herein (including the preamble and recitals hereto) but not otherwise defined herein shall have the meaning assigned to such term in the Agreement. Each reference in the Agreement to “this Agreement”, “hereunder”, “hereby”, “hereof” or words of like import shall mean and be a reference to the Agreement as amended and supplemented by this Amendment. Except as expressly modified by this Amendment, the Agreement shall remain in full force and effect in accordance with its terms.
2. Amount of Payment. Section 4.4(b) of the Agreement is hereby amended and restated in its entirety as follows:
(b) Amount of Payment. The “Early Termination Payment” payable to a Beneficiary or the Blocker Holder pursuant to Section 4.4(a) shall equal 40% of all Tax Benefit Payments (other than any Actual Interest Amounts) that would be required to be paid by Parent to such Beneficiary or the Blocker Holder, beginning from the Early Termination Effective Date and using the Valuation Assumptions.
3. Valuation Assumptions. Clause (6) in the definition of “Valuation Assumptions” in Section 1.1. of the Agreement is hereby amended and restated in its entirety as follows:
(6) any payment obligations pursuant to this Agreement will be satisfied on January 20th of the year following the date that any Tax Return to which such payment obligation relates is required to be filed excluding any extensions.
4. Early Termination Rate. The definition of “Early Termination Rate” in Section 1.1. of the Agreement is hereby deleted in its entirety.
5. Early Termination Notice. Section 4.3 of the Agreement is hereby amended and restated in its entirety as follows:
4.3 Early Termination Notice. If Parent chooses to exercise its right of early termination under Section 4.2 above, Parent shall deliver to the Beneficiaries and the Blocker Holder a notice of Parent’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing the amount of the Early Termination Payment. The date on which the Early Termination Notice and the Early Termination Schedule are delivered in accordance with this Section 4.3 shall be the “Early Termination Reference Date.”
6. Representation and Warranty of Parent. Parent represents and warrants to the other parties hereto that the execution and delivery by Parent of this Amendment has been duly and validly authorized by all necessary corporate action on the part of Parent.
7. Representation and Warranty of the Blocker Holder. The Blocker Holder represents and warrants to the other parties hereto that the execution and delivery by the Blocker Holder of this Amendment has been duly and validly authorized by all necessary limited partnership action on the part of the Blocker Holder.
8. Representation and Warranty of the Beneficiaries. Each undersigned Beneficiary that is an entity and not an individual represents and warrants, solely on behalf of itself, to the other parties hereto that the execution and delivery by such Beneficiary of this Amendment has been duly and validly authorized by all necessary corporate or other applicable company action on the part of such Beneficiary.
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9. Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart. Delivery of an executed signature page to this Amendment by facsimile transmission or electronic mail shall be as effective as delivery of a manually signed counterpart of this Amendment.
10. Entire Agreement; No Third Party Beneficiaries. This Amendment and the Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties to the Agreement with respect to the subject matter hereof. This Amendment shall be binding upon and inure solely to the benefit of the parties to the Agreement and their respective successors and permitted assigns, and nothing in this Amendment, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Amendment; provided, that the Beneficiary Representative shall be a third party beneficiary entitled to enforce this Amendment.
11. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.
12. Severability. If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Amendment shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Amendment so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
13. Successors; Waiver.
(a) Successors. All of the terms and provisions of this Amendment shall be binding upon, and shall inure to the benefit of and be enforceable by, the parties to the Agreement and their respective successors, assigns, heirs, executors, administrators and legal representatives. Parent shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of Parent, by written agreement, expressly to assume and agree to perform this Amendment in the same manner and to the same extent that Parent would be required to perform if no such succession had taken place.
(b) Waiver. No failure by any Party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Amendment, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or any other covenant, duty, agreement, or condition.
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14. Titles and Subtitles. The headings and titles of the sections and subsections of this Amendment are for convenience of reference only and are not to be considered in construing this Amendment.
[Signature Page Follows]
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IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| PARENT: | ||
| OPEN LENDING CORPORATION | ||
| By: | /s/ Charles Jehl | |
| Name: Charles Jehl | ||
| Title: Chief Financial Officer | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BLOCKER HOLDER: | ||
| BREGAL SAGEMOUNT I, L.P. | ||
| For and on behalf of Bregal Sagemount I, L.P., acting by its general partner Bregal North America General Partner Jersey Limited | ||
| By: | /s/ Colin James Dow | |
| Name: | Colin James Dow | |
| Title: | Director | |
| By: | /s/ Paul Andrew Bradshaw | |
| Name: | Paul Andrew Bradshaw | |
| Title: | Director | |
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY (if such Person is an entity): | ||
| By: |
| |
| Name: | ||
| Title: | ||
| BENEFICIARY (if such Person is an individual): | ||
| /s/ John J. Flynn | ||
| Name: | John J. Flynn | |
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY (if such Person is an entity): | ||
| By: |
| |
| Name: | ||
| Title: | ||
| BENEFICIARY (if such Person is an individual): | ||
| /s/ Ross M. Jessup | ||
| Name: Ross M. Jessup | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY (if such Person is an entity): | ||
| Bregal Investments, Inc. | ||
| By: | /s/ Michelle S. Riley | |
| Name: | Michelle S. Riley | |
| Title: | Secretary | |
| BENEFICIARY (if such Person is an individual): | ||
|
| ||
| Name: | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Aidan David Lawson 2018 Trust | ||
| By: | /s/ Brett Lawson | |
| Name: | Brett Lawson | |
| Title (if applicable): Trustee | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Ameriprise Trust FBO Craig A Meier Roth Contr. IRA | ||
| By: | /s/ Craig A Meier | |
| Name: | Craig A Meier | |
| Title (if applicable): Beneficiary | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Anthony Ciaccio | ||
| By: | /s/ Anthony Ciaccio | |
| Name: | Anthony Ciaccio | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Aristes Wilson | ||
| By: | /s/ Aristes Wilson | |
| Name: | Aristes Wilson | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Bee Cave Capital, LLC | ||
| By: | /s/ Kurt R. Wilkin | |
| Name: | Kurt R. Wilkin | |
| Title (if applicable): Member | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Bobby Johnson | ||
| By: | /s/ Bobby Johnson | |
| Name: | Bobby Johnson | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Charles B Garren Jr & Michele T Garren | ||
| By: | /s/ Charles B Garren Jr & Michele T Garren | |
| Name: | Charles B Garren Jr & Michele T Garren | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Charles R Peissel | ||
| By: | /s/ Charles R Peissel | |
| Name: | Charles R Peissel | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Christy May | ||
| By: | /s/ Christy May | |
| Name: | Christy May | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Craig A Meier | ||
| By: | /s/ Craig A Meier | |
| Name: | Craig A Meier | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Daniel E Lopez | ||
| By: | /s/ Daniel E Lopez | |
| Name: | Daniel E Lopez | |
| Title (if applicable): Self | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| David Carman | ||
| By: | /s/ David Carman | |
| Name: | David Carman | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| David May | ||
| By: | /s/ David May | |
| Name: | David May | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| David Rodriguez | ||
| By: | /s/ David Rodriguez | |
| Name: | David Rodriguez | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Dorothy B Miller Estate | ||
| By: | /s/ Martin Miller | |
| Name: | Martin Miller | |
| Title (if applicable): Executor | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Drue Goodale | ||
| By: | /s/ Drue Goodale | |
| Name: | Drue Goodale | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Echo Bay, Ltd. | ||
| By: | /s/ REx Bohls | |
| Name: | REx Bohls | |
| Title (if applicable): Pres. of Gen. Ptr. | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Elizabeth Schmidt | ||
| By: | /s/ Elizabeth Schmidt | |
| Name: | Elizabeth Schmidt | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| EWMW Limited Partnership | ||
| By: | /s/ Richard F. Watkins | |
| Name: | Richard F. Watkins | |
| Title (if applicable): General Partner | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| FAI-OL Investors, LLC | ||
| By: | /s/ Gary J. Davis | |
| Name: | Gary J. Davis | |
| Title (if applicable): Manager | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Finn Kennedy | ||
| By: | /s/ Finn Kennedy | |
| Name: | Finn Kennedy | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| George Belokas | ||
| By: | /s/ George Belokas | |
| Name: | George Belokas | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| George S.Bayoud Jr. | ||
| By: | /s/ George S. Bayoud Jr. | |
| Name: | George S. Bayoud Jr. | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Greg Block | ||
| By: | /s/ Greg Block | |
| Name: | Greg Block | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Gregory A. Peters | ||
| By: | /s/ Gregory A. Peters | |
| Name: | Gregory A. Peters | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Harry B. Friedman, II | ||
| By: | /s/ Harry B. Friedman, II | |
| Name: | Harry B. Friedman, II | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Highgate Power | ||
| By: | /s/ Ralph Abendshein | |
| Name: | Ralph Abendshein | |
| Title (if applicable): Manager | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| James C. Bohls | ||
| By: | /s/ James C. Bohls | |
| Name: | James C. Bohls | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Jane Bohls Trust | ||
| By: | /s/ Rex Bohls | |
| Name: | Rex Bohls | |
| Title (if applicable): Trustee | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Janes W. Shaddix | ||
| By: | /s/ James W. Shaddix | |
| Name: | James W. Shaddix | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| JMNSM Living Trust dated March 1, 2013 | ||
| By: | /s/ Joshua Becker | |
| Name: | Joshua Becker | |
| Title (if applicable): Trustee | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Joanne Grigsby | ||
| By: | /s/ Joanne Grigsby | |
| Name: | Joanne Grigsby | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| John Bricker | ||
| By: | /s/ John Bricker | |
| Name: | John Bricker | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| John Clinton Jones | ||
| By: | /s/ John Clinton Jones | |
| Name: | John Clinton Jones | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| John R Hook Jr | ||
| By: | /s/ John R Hook Jr | |
| Name: | John R Hook Jr | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| MERLE HOOK | ||
| By: | /s/ JOHN HOOK, SR | |
| Name: | JOHN HOOK, SR | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| John N. Crew | ||
| By: | /s/ John N. Crew | |
| Name: | John N. Crew | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Julie Nielsen | ||
| By: | /s/ Julie Nielsen | |
| Name: | Julie Nielsen | |
| Title (if applicable): VP Channel Partnerships | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Keith Jezek | ||
| By: | /s/ Keith Jezek | |
| Name: | Keith Jezek | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Kelly Haas | ||
| By: | /s/ Kelly Haas | |
| Name: | Kelly Haas | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Kruse Farms, LP | ||
| By: | /s/ William Kruse | |
| Name: | William Kruse | |
| Title (if applicable): Manager | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Kurt Wilkin | ||
| By: | /s/ Kurt Wilkin | |
| Name: | Kurt Wilkin | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Kyle D. Cottington | ||
| By: | /s/ Kyle D. Cottington | |
| Name: | Kyle D. Cottington | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Laurie Black | ||
| By: | /s/ Laurie Black | |
| Name: | Laurie Black | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Leslie Haydon | ||
| By: | /s/ Leslie Haydon | |
| Name: | Leslie Haydon | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Linda Claborn | ||
| By: | /s/ Linda Claborn | |
| Name: | Linda Claborn | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Linda Roberts | ||
| By: | /s/ Linda Roberts | |
| Name: | Linda Roberts | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Lindsey Investments LLC | ||
| By: | /s/ C.M. Lindsey | |
| Name: | C.M. Lindsey | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Lloyd H Griffin, III | ||
| By: | /s/ Lloyd H Griffin, III | |
| Name: | Lloyd H Griffin, III | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| LLOYD H GRIFFIN JR | ||
| By: | /s/ LLOYD GRIFFIN JR | |
| Name: | LLOYD GRIFFIN JR | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Marc Jessup | ||
| By: | /s/ Marc Jessup | |
| Name: | Marc Jessup | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Maria Suzanne Roberts 2018 Trust | ||
| By: | /s/ Brett Lawson | |
| Name: | Brett Lawson | |
| Title (if applicable): Trustee | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Mark Carter | ||
| By: | /s/ Mark Carter | |
| Name: | Mark Carter | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Mark Hamilton (nee Cartwright) | ||
| By: | /s/ Mark Hamilton | |
| Name: | Mark Hamilton | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Mark Solomon | ||
| By: | /s/ Mark Solomon | |
| Name: | Mark Solomon | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Mary Watkins | ||
| By: | /s/ Mary Watkins | |
| Name: | Mary Watkins | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Matt Coscia | ||
| By: | /s/ Matt Coscia | |
| Name: | Matt Coscia | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Matthew Roe | ||
| By: | /s/ Matthew Roe | |
| Name: | Matthew Roe | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Max M Miller Residuary Testamentary Trust | ||
| By: | /s/ Martin M Miller | |
| Name: | Martin M Miller | |
| Title (if applicable): Trustee | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Karen Michelle McLeod | ||
| By: | /s/ Karen Michelle McLeod | |
| Name: | Karen Michelle McLeod | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Bobby Johnson | ||
| By: | /s/ Robert E Johnson | |
| Name: | Robert E Johnson | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Nori Vaccari Starck | ||
| By: | /s/ Nori Vaccari Starck | |
| Name: | Nori Vaccari Starck | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Open Lending Opportunity Partners, LP | ||
| By: | /s/ Richard F. Watkins | |
| Name: | Richard F. Watkins | |
| Title (if applicable): Manager | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Open Mortgage, LLC | ||
| By: | /s/ Scott Gordon | |
| Name: | Scott Gordon | |
| Title (if applicable): CEO | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Peter Kallodaychsak | ||
| By: | /s/ Peter Kallodaychsak | |
| Name: | Peter Kallodaychsak | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Plan B Options, LP, by Pirity Partners,LLC | ||
| By: | /s/ Joseph A. Hoffman | |
| Name: | Joseph A. Hoffman | |
| Title (if applicable): Vice President | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| R. Steve Letbetter | ||
| By: | /s/ R. Steve Letbetter | |
| Name: | R. Steve Letbetter | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Remick Interests | ||
| By: | /s/ Dan M Remick | |
| Name: | Dan M Remick | |
| Title (if applicable): General Partner | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Rex Bohls | ||
| By: | /s/ REx Bohls | |
| Name: | REx Bohls | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Richard F. Watkins | ||
| By: | /s/ Richard F. Watkins | |
| Name: | Richard F. Watkins | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Robbin Gordon | ||
| By: | /s/ Robbin Gordon | |
| Name: | Robbin Gordon | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| N/a | ||
| By: | /s/ Robert L Kay | |
| Name: | Robert L Kay | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Robert Rader | ||
| By: | /s/ Robert K. Rader | |
| Name: | Robert K. Rader | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Robert Wilson | ||
| By: | /s/ Robert Wilson | |
| Name: | Robert Wilson | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Suzanne Liles, Christine McMorris, Kimberly Warren | ||
| By: | /s/ Robertta J. Ligon | |
| Name: | Robertta J. Ligon | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Toss JESSUP | ||
| By: | /s/ Ross JESSUP | |
| Name: | Ross JESSUP | |
| Title (if applicable): Ross JESSUP | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Ryan and Rachel Collins | ||
| By: | /s/ Ryan and Rachel Collins | |
| Name: | Ryan and Rachel Collins | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Sarah Lackey | ||
| By: | /s/ Sarah Lackey | |
| Name: | Sarah Lackey | |
| Title (if applicable): CTO | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Scott Gordon | ||
| By: | /s/ Scott Gordon | |
| Name: | Scott Gordon | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Stephanie Dawson | ||
| By: | /s/ Stephanie Dawson | |
| Name: | Stephanie Dawson | |
| Title (if applicable): SVP | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Steve harren | ||
| By: | /s/ Steve Harren | |
| Name: | Steve Harren | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Steven Martin | ||
| By: | /s/ Steven Martin | |
| Name: | Steven Martin | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Stewart Devers Jarmon | ||
| By: | /s/ Stewart Devers Jarmon | |
| Name: | Stewart Devers Jarmon | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| T. Hartley Hall, V | ||
| By: | /s/ T. Hartley Hall, V | |
| Name: | T. Hartley Hall, V | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| The Kirsits Living Trust | ||
| By: | /s/ Joseph E. Kirsits | |
| Name: | Joseph E. Kirsits | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Tom Rice | ||
| By: | /s/ Tom Rice | |
| Name: | Tom Rice | |
| Title (if applicable): SVP-National Sales | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Tom Wunderlick | ||
| By: | /s/ Tom Wunderlick | |
| Name: | Tom Wunderlick | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Toni Vawter | ||
| By: | /s/ Toni Vawter | |
| Name: | Toni Vawter | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Travis somerville | ||
| By: | /s/ Travis somerville | |
| Name: | Travis somerville | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Trey Herschap | ||
| By: | /s/ Trey Herschap | |
| Name: | Trey Herschap | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| TROUSDALE VENTURE PARTNERS, LLC | ||
| By: | /s/ Phillip Sarofim | |
| Name: | Phillip Sarofim | |
| Title (if applicable): Managing Member | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Wendy Lawrence | ||
| By: | /s/ Wendy Lawrence | |
| Name: | Wendy Lawrence | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| William Ward Greenwood | ||
| By: | /s/ William Ward Greenwood | |
| Name: | William Ward Greenwood | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
IN WITNESS WHEREOF, Parent and the other Persons party hereto have duly executed this Amendment as of the date first written above.
| BENEFICIARY: | ||
| Name/Entity Name: | ||
| Yvette Hallidy | ||
| By: | /s/ Yvette Hallidy | |
| Name: | Yvette Hallidy | |
| Title (if applicable): | ||
[Signature Page to Amendment No. 1 to Tax Receivable Agreement]
