Item 1.01. Entry into a Material Definitive Agreement
Business Combination Agreement Amendment
On March 18, 2020, Nebula Acquisition Corporation, a Delaware corporation (Nebula), entered into Amendment No. 1 and
Waiver (the Amendment) to the Business Combination Agreement, dated January 5, 2020 (the Business Combination Agreement), by and among Nebula, BRP Hold 11, Inc., a Delaware corporation (Blocker), the
Blockers sole stockholder (the Blocker Holder), Nebula Parent Corp., a Delaware corporation (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, pursuant to which Nebula will acquire the Company for consideration of a combination of cash and shares (the Business Combination). Capitalized terms used in this Current Report on Form
8-K but not otherwise defined herein have the meanings given to them in the Amendment.
The
Amendment amends the Business Combination Agreement to (i) waive the provisions in the Business Combination Agreement that require Nebula to commence a tender offer for the public NAC Warrants, (ii) provide that Nebula shall seek the
approval of the holders of the public NAC Warrants, at a meeting of the holders of the public NAC Warrants, to amend the terms of the Warrant Agreement, dated January 9, 2018 (the Warrant Agreement), between the Nebula and American
Stock Transfer & Trust Company, LLC to provide that, upon consummation of the Business Combination, each of Nebulas outstanding public NAC Warrants, which entitle the holder to purchase one share of Nebula Class A common stock,
will be exchanged for cash in the amount of $1.50 per each whole public NAC Warrant (the Warrant Amendment), (iii) provide that the obligations of the Company, Blocker and the Blocker Holder to consummate the transactions contemplated by
the Business Combination Agreement shall be conditioned on the registered holders of the public NAC Warrants holding at least a majority of the public NAC Warrants approving the Warrant Amendment, and (iv) provide that all of the Contingency
Consideration (consisting of 15,000,000 shares of ParentCo Common Stock) will be issued if, prior to or as of the second anniversary of the Closing, the VWAP of the ParentCo Common Shares is greater than or equal to $13.00 for any twenty
(20) trading days within any thirty (30) trading day period.
The Amendment is attached hereto as Exhibit 2.2 and incorporated
herein by reference. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment filed with this Current Report on Form 8-K. For a detailed
discussion of the Business Combination Agreement, see Nebulas Current Report on Form 8-K, filed with the SEC on January 6, 2020 (the January 8-K).
For the full text of the Business Combination Agreement, see Exhibit 2.1 to the January 8-K, which is incorporated by reference as Exhibit 2.1 hereto.
Founder Support Agreement Amendment
On
March 18, 2020, the holders of the NAC Class B Common Stock (including Nebula Holdings, LLC, the Sponsor), the Company, ParentCo and Nebula entered into Amendment No. 1 to the Founder Support Agreement, dated
January 5, 2020, by and among Nebula, ParentCo, the Company, the Sponsor and the holders of Nebulas Class B common stock (the Founder Support Agreement Amendment), which amendment provides that (i) the earn-out consideration (consisting of 1,250,000 shares of ParentCo Common Stock) will be issued by ParentCo to the Sponsor if, prior to or as of the second anniversary of the Closing, the VWAP of the ParentCo Common
Shares is greater than or equal to $13.00 for any twenty (20) trading days within any thirty (30) trading day period and (ii) 3,437,500 ParentCo Common Shares issued in exchange for the shares of Nebulas Class B common stock
will be released from lockup and no longer subject to forfeiture if, prior to or as of the seventh anniversary of the Closing, the VWAP of the ParentCo Common Shares is greater than or equal to $13.00 for any twenty (20) trading days within any
thirty (30) trading day period.
The Founder Support Agreement Amendment is attached hereto as Exhibit 10.2 and incorporated
herein by reference. The foregoing description of the Founder Support Agreement Amendment is qualified in its entirety by reference to the full text of the Founder Support Agreement Amendment filed with this Current Report on Form 8-K. For the full text of the Founder Support Agreement Amendment, see Exhibit 10.1 to the January 8-K, which is incorporated by reference as Exhibit 10.1 hereto.
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