Item
1.01. Entry into a Material Definitive Agreement
Business
Combination Agreement Amendment
On
May 13, 2020, Nebula Acquisition Corporation, a Delaware corporation (“Nebula”), entered into Amendment No. 3 (the
“BCA Amendment”) to the Business Combination Agreement, dated January 5, 2020 (as amended by that certain Amendment
No. 1 and Waiver Agreement, dated as of March 18, 2020 and that certain Amendment No. 2 and Consent, dated as of March 26, 2020,
the “Business Combination Agreement”), by and among Nebula, BRP Hold 11, Inc., a Delaware corporation (“Blocker”),
the Blocker’s 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. Capitalized terms used in this Current Report
on Form 8-K but not otherwise defined herein have the meanings given to them in the BCA Amendment.
The
BCA Amendment amends the Business Combination Agreement to, among other things, (a) change the definition of Enterprise Value
to $1,010,625,000, (b) extend the Outside Date to June 30, 2020 and (c) amend the terms of the Contingency Consideration so that
the Open Lending equityholders will be issued up to 22,500,000 ParentCo Common Shares, as follows: (i) 7,5000,000 ParentCo Common
Shares (the “First Level Contingency Consideration”), if prior to or as of the second anniversary of the Closing (the
“First Deadline”), the VWAP is greater than or equal to $12.00 over any 20 trading days within any 30-trading day
period; (ii) 7,5000,000 ParentCo Common Shares (the “Second Level Contingency Consideration”), if prior to or as of
the 30-month anniversary of the Closing (the “Second Deadline”), the VWAP is greater than or equal to $14.00 over
any 20 trading days within any 30-trading day period; and (iii) 7,5000,000 ParentCo Common Shares (the “Third Level Contingency
Consideration”), if prior to or as of the 42-month anniversary of the Closing (the “Third Deadline”), the VWAP
is greater than or equal to $16.00 over any 20 trading days within any 30-trading day period. If a change of control of ParentCo
occurs (i) prior to the First Deadline, then the First Level Contingency Consideration, the Second Level Contingency Consideration
and the Third Level Contingency Consideration that remains unissued as of immediately prior to the consummation of such change
of control shall immediately vest and the Open Lending unitholders and the Blocker Holder shall be entitled to receive all of
such contingency consideration prior to the consummation of such change of control; (ii) after the First Deadline but prior to
the Second Deadline, then the Second Level Contingency Consideration and Third Level Contingency Consideration that remains unissued
as of immediately prior to the consummation of such change of control shall immediately vest and the Open Lending unitholders
and the Blocker Holder shall be entitled to receive such Second Level Contingency Consideration and Third Level Contingency Consideration
prior to the consummation of such change of control; and (iii) after the Second Deadline but prior to the Third Deadline, then
the Third Level Contingency Consideration that remains unissued as of immediately prior to the consummation of such change of
control shall immediately vest and the Open Lending Unitholders and the Blocker Holder shall be entitled to receive such Third
Level Contingency Consideration prior to the consummation of such change of control.
The
BCA Amendment is attached hereto as Exhibit 2.4 and incorporated herein by reference. The foregoing description of the BCA Amendment
is qualified in its entirety by reference to the full text of the BCA Amendment filed with this Current Report on Form 8-K.
For a detailed discussion of the Business Combination Agreement, see Nebula’s 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, the Amendment No. 1 and Waiver Agreement, dated
as of March 18, 2020, which is incorporated by reference as Exhibit 2.2 and the Amendment No. 2 and Consent, dated as of March
26, 2020, which is incorporated by reference as Exhibit 2.3 hereto.
Founder
Support Agreement Amendment
On
May 13, 2020, Nebula entered into Amendment No. 2 (the “FSA Amendment”) to the Founder Support Agreement, dated January
5, 2020 (as amended, the “Founder Support Agreement”) by and among Nebula, ParentCo, the Company and the holders of
the Founder Shares. The FSA Amendment: (a) amends the terms of the Earnout Consideration so that the holders of the Founder Shares
will be issued an aggregate of up to 1,250,000 ParentCo Common Shares, as follows: (i) 625,000 ParentCo Common Shares (the “First
Level Earn-Out Shares”), if prior to or as of the First Deadline, the VWAP of the ParentCo Common Shares is greater than
or equal to $12.00 over any 20 trading days within any 30-trading day period; and (ii) 625,000 ParentCo Common Shares (the “Second
Level Earn-Out Shares”), if prior to or as of the Second Deadline, the VWAP of the ParentCo Common Shares is greater than
or equal to $14.00 over any 20 trading days within any 30-trading day period and (b) amends the terms of the lockup so that (i)
1,718,750 ParentCo Common Shares issued in exchange for the Founder Shares will be released from lock-up and no longer subject
to forfeiture if, prior to or as of the seventh anniversary of the Closing, the VWAP is greater than or equal to $12.00 over any
20 trading days within any 30-trading day period and (ii) 1,718,750 shares of the ParentCo Common Shares issued in exchange for
the Founder Shares will be released from lock-up 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 $14.00 over any 20 trading days within any
30-trading day period. If a change of control of ParentCo occurs (i) prior to the First Deadline, then the full First Level Earn-Out
Shares and the Second Level Earn-Out Shares that remain unissued as of immediately prior to the consummation of such change of
control shall immediately vest and the holders of the Nebula Class B Common Stock, including the Sponsor, shall be entitled to
receive such First Level Earn-Out Shares and the Second Level Earn-Out Shares prior to the consummation of such change of control
and (ii) after the First Deadline but prior to the Second Deadline, then the Second Level Earn-Out Shares that remain unissued
as of immediately prior to the consummation of such change of control shall immediately vest and the holders of the Nebula Class
B Common Stock, including the Sponsor, shall be entitled to receive such Second Level Earn-Out Shares prior to the consummation
of such change of control.
The
FSA Amendment is attached hereto as Exhibit 10.3 and incorporated herein by reference. The foregoing description of the FSA Amendment
is qualified in its entirety by reference to the full text of the FSA Amendment filed with this Current Report on Form 8-K. For
a detailed discussion of the Founder Support Agreement, see the January 8-K. For the full text of the Founder Support Agreement,
see Exhibit 10.1 to the January 8-K, which is incorporated by reference as Exhibit 10.1 hereto, and the Amendment No. 1 to the
Founder Support Agreement, dated as of March 18, 2020, which is incorporated by reference as Exhibit 10.2.