Nebula Acquisition Corp Watch

from 8-K 6 pages Whereas, the Parties Have Entered Into the Agreement; and Whereas, Pursuant to and in Accordance With Section 9.04 of the Agreement, the Parties Wish to Amend the Agreement as Set Forth in This Amendment. Now, Therefore, in Consideration of the Rights and Obligations Contained Herein, and for Other Good and Valuable Consideration, the Adequacy of Which Is Hereby Acknowledged, the Parties Agree as Follows: Section 1. Amendments the Agreement. (A). the Definition of Enterprise Value Set Forth in Section 10.03(a) of the Agreement Is Hereby Amended and Restated as Follows: ““Enterprise Value” Means an Amount Equal One Billion Ten Million Six Hundred Twenty Five Thousand Dollars ($1,010,625,000).” (B). Section 2.03 of the Agreement Is Hereby Deleted in Its Entirety and Replaced With the Following (And Corresponding Changes to the Defined Terms and Section References Set Forth in Section 10.03(b) of the Agreement Shall Be Deemed to Be Made): “Section 2.03 Contingency Consideration. (A) Following the Closing, in Addition to the Consideration to Be Received Pursuant to Section 1.01(c) and 2.02 and as Part of the Overall Aggregate Consideration, the Blocker Holder and the Company Unitholders Shall Be Issued Additional Parentco Common Shares, as Follows

from 425 6 pages Whereas, the Parties Have Entered Into the Agreement; and Whereas, Pursuant to and in Accordance With Section 9.04 of the Agreement, the Parties Wish to Amend the Agreement as Set Forth in This Amendment. Now, Therefore, in Consideration of the Rights and Obligations Contained Herein, and for Other Good and Valuable Consideration, the Adequacy of Which Is Hereby Acknowledged, the Parties Agree as Follows: Section 1. Amendments the Agreement. (A). the Definition of Enterprise Value Set Forth in Section 10.03(a) of the Agreement Is Hereby Amended and Restated as Follows: ““Enterprise Value” Means an Amount Equal One Billion Ten Million Six Hundred Twenty Five Thousand Dollars ($1,010,625,000).” (B). Section 2.03 of the Agreement Is Hereby Deleted in Its Entirety and Replaced With the Following (And Corresponding Changes to the Defined Terms and Section References Set Forth in Section 10.03(b) of the Agreement Shall Be Deemed to Be Made): “Section 2.03 Contingency Consideration. (A) Following the Closing, in Addition to the Consideration to Be Received Pursuant to Section 1.01(c) and 2.02 and as Part of the Overall Aggregate Consideration, the Blocker Holder and the Company Unitholders Shall Be Issued Additional Parentco Common Shares, as Follows

from 425 5 pages Amendment No. 2 and Consent

from 8-K 5 pages Amendment No. 2 and Consent

from 8-K 11 pages Whereas, the Parties Have Entered Into the Agreement; and Whereas, Pursuant to and in Accordance With Section 9.04 of the Agreement, the Parties Wish to Amend the Agreement and Waive Certain Provisions of the Agreement as Set Forth in This Amendment. Now, Therefore, in Consideration of the Rights and Obligations Contained Herein, and for Other Good and Valuable Consideration, the Adequacy of Which Is Hereby Acknowledged, the Parties Agree as Follows: Section 1. Amendments the Agreement. (A). Section 2.03 of the Agreement Is Hereby Deleted in Its Entirety and Replaced With the Following (And Corresponding Changes to the Defined Terms and Section References Set Forth in Section 10.03(b) of the Agreement Shall Be Deemed to Be Made): “Section 2.03 Contingency Consideration

from 425 11 pages Whereas, the Parties Have Entered Into the Agreement; and Whereas, Pursuant to and in Accordance With Section 9.04 of the Agreement, the Parties Wish to Amend the Agreement and Waive Certain Provisions of the Agreement as Set Forth in This Amendment. Now, Therefore, in Consideration of the Rights and Obligations Contained Herein, and for Other Good and Valuable Consideration, the Adequacy of Which Is Hereby Acknowledged, the Parties Agree as Follows: Section 1. Amendments the Agreement. (A). Section 2.03 of the Agreement Is Hereby Deleted in Its Entirety and Replaced With the Following (And Corresponding Changes to the Defined Terms and Section References Set Forth in Section 10.03(b) of the Agreement Shall Be Deemed to Be Made): “Section 2.03 Contingency Consideration

from 8-K 212 pages Business Combination Agreement by and Among Nebula Acquisition Corp., Brp Hold 11, Inc., the Blocker Holder Named Herein, Nebula Parent Corp., Nbla Merger Sub LLC, Nbla Merger Sub Corp., Open Lending, LLC and Shareholder Representative Services LLC, as the Securityholder Representative Dated as of January 5, 2020

from 425 212 pages Business Combination Agreement by and Among Nebula Acquisition Corp., Brp Hold 11, Inc., the Blocker Holder Named Herein, Nebula Parent Corp., Nbla Merger Sub LLC, Nbla Merger Sub Corp., Open Lending, LLC and Shareholder Representative Services LLC, as the Securityholder Representative Dated as of January 5, 2020