Press Release January 14, 2020

Open Lending and Nebula Acquisition Corporation Announce $1.3 Billion Business Combination Agreement

Goodwin advised Open Lending, LLC, a leading provider of lending enablement and risk analytics solutions to financial institutions, on its definitive business combination agreement with Nebula Acquisition Corporation (NASDAQ: NEBU), a special purpose acquisition company sponsored by True Wind Capital, L.P. Under the terms of the agreement, Nebula will acquire Open Lending through a new Delaware holding company (the "Company"), which will become a publicly-listed entity with an implied estimated enterprise value at closing of approximately $1.3 billion.

Open Lending is a lending enablement platform for the automotive finance market powered by proprietary data, advanced decisioning analytics, an innovative insurance structure and scaled distribution. The platform enables near-prime consumers, approximately 50% of borrowers today, to finance their vehicles at more attractive rates when compared to traditional lending alternatives, while presenting a similar risk profile to the lender as that of a prime borrower.

Upon the close of the transaction, the Company intends to change its name to Open Lending Corporation and is expected to trade on The Nasdaq Stock Market under a new ticker symbol. Open Lending's management team, led by John Flynn, Co-Founder, President and Chief Executive Officer and Ross Jessup, Co-Founder, CFO, and COO, will continue to lead the Company.

The Goodwin team was led by Jared Spitalnick, Jocelyn Arel, Dan Espinoza, Katherine Baudistel, Anitha Anne and Amar J. Patel (Corporate); and included Bill Weiss and Todd Pollock (Tax); Jesse Nevarez and Joshua Dell (Capital Markets); Jennifer Bralower, Chris Steinroeder, Jaime Bedard and Weichi Liu (Debt); Joel Lehrer and Steven Argentieri (IP); Jim Mattus and James Devendorf (Benefits); Paul Jin, Kara Kuritz and Brian Desmarais (Antitrust); Eric Roth (Labor); and Jackie Klosek (Privacy), with invaluable assistance from Joshua Soszynski, Leslie Jaw and Laura Zhang.

For additional details on the announcement, please read the press release.