Exhibit 10.2
FORM OF INVESTOR SUPPORT AGREEMENT
INVESTOR SUPPORT AGREEMENT, dated as of January ___, 2020 (this "Agreement"), by
and among NEBULA ACQUISITION CORP., a Delaware corporation ("NAC"), and the
stockholder of NAC whose name appears on the signature page of this Agreement
(the "Investor").
WHEREAS, NAC, Open Lending, LLC, a Texas limited liability company (the
"Company"), and certain other persons propose to enter into, simultaneously
herewith, a business combination agreement (the "BCA"; terms used but not
defined in this Agreement shall have the meanings ascribed to them in the BCA),
a copy of which has been made available to the Investor, which provides, among
other things, for (i) the business combination of NAC and the Company (the
"Transaction") and (ii) NAC to conduct a stockholder meeting to obtain
stockholder approval of the Transaction and a tender offer for NAC's outstanding
warrants (the "Warrants"), each to purchase one share of NAC's Class A common
stock, par value $0.0001 per share (the "Common Stock");
WHEREAS, as of the date hereof, the Investor beneficially owns the number of
shares of Common Stock (the "Investor Shares") and Warrants (the "Investor
Warrants") set forth on the signature page hereof.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, the
Investor and NAC hereby agree as follows:
1. Agreement to Vote Shares. The Investor, by this Agreement, with respect to
its Investor Shares, hereby agrees to vote, at any meeting of the stockholders
of NAC, and in any action by written consent of the stockholders of NAC, all of
such Investor Shares then held by the Investor (a) in favor of the approval and
adoption of the BCA, the transactions contemplated by the BCA and this
Agreement, and (b) in favor of any other matter reasonably necessary to the
consummation of the transactions contemplated by the BCA and considered and
voted upon by the stockholders of NAC, including any proposal to extend the time
to complete the transactions contemplated by the BCA. The Investor acknowledges
receipt and review of a copy of the BCA.
2. No Redemption of Shares. The Investor agrees that it shall not redeem any
Investor Shares then held by the Investor in connection with (a) any NAC
stockholder meeting to approve an extension of time to complete its initial
business combination or (b) NAC's stockholder meeting to approve the BCA and the
transactions contemplated by the BCA.
3. Tender of Warrants. In connection with the tender offer to acquire Warrants
contemplated under the BCA, the Investor hereby agrees, (a) that promptly after
the commencement of the tender offer, the Investor shall tender to NAC, all of
the Investor Warrants then held by the Investor for $1.50 per whole Warrant, and
(b) to vote all such Investor Warrants in favor of any amendment to the terms of
the Warrants proposed by the NAC.
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4. Representations and Warranties. The Investor represents and warrants to NAC
as follows:
(a)