FORWARD PURCHASE AGREEMENT
This Forward Purchase Agreement (this Agreement) is entered into as of January 13, 2021, between Crescent Acquisition Corp, a Delaware corporation (the Company), and Crescent Capital Group Holdings LP, a Delaware limited partnership (the Purchaser).
WHEREAS, the Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a Business Combination);
WHEREAS, on January 13, 2021, the Company entered into that certain Agreement and Plan of Merger (the Merger Agreement), by and among the Company, Function Acquisition I Corp, a Delaware corporation and a direct, wholly owned subsidiary of the Company, Function Acquisition II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company, LiveVox Holdings, Inc., a Delaware corporation (LiveVox), and GGC Services Holdco, Inc., a Delaware corporation, solely in its capacity as representative, agent and attorney-in-fact of the Company Stockholder (as defined in the Merger Agreement) thereunder (in such capacity, the Stockholder Representative), which provides for, among other things, a Business Combination involving the Company and LiveVox;
WHEREAS, the Company, pursuant to a prospectus dated March 17, 2019, sold in its initial public offering (IPO) 25,000,000 units (the Public Units), at a price of $10.00 per Public Unit, each Public Unit comprised of one share of the Companys Class A common stock, par value $0.0001 per share (the Class A Shares, and the Class A Shares included in the Public Units, the Public Shares), and one-half of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share (the Warrants, and the Warrants included in the Public Units, the Public Warrants);
WHEREAS, in connection with the IPO, the Companys sponsor, CFI Sponsor LLC, purchased an aggregate of 7,000,000 warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the IPO (such warrants, the Private Placement Warrants); and
WHEREAS, the parties hereto wish to enter into this agreement, pursuant to which immediately prior to the closing of the Business Combination (the Business Combination Closing), among other things, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, on a private placement basis, certain securities of the Company as set forth herein subject to the terms and conditions set forth herein.