REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of March 7, 2019, is made and entered into by and among Crescent Acquisition Corp, a Delaware corporation (the Company), and CFI Sponsor LLC, a Delaware limited liability company (the Sponsor, together with the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a Holder and collectively the Holders).
WHEREAS, the Company and the Sponsor have entered into that certain Amended and Restated Securities Subscription Agreement, dated as of November 29, 2017 (the Founder Shares Purchase Agreement), pursuant to which the Sponsor purchased an aggregate of 8,625,000 shares (which includes 1,437,500 shares which were surrendered to the Company in January 2018 for no consideration and up to 1,125,000 shares that are subject to forfeiture by our Sponsor depending on the extent to which the underwriters over-allotment option is exercised) of the Companys Class F common stock, par value $0.0001 per share (the Founder Shares);
WHEREAS, the Founder Shares are convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), on the terms provided in the Companys amended and restated certificate of incorporation;
WHEREAS, on March 7, 2019, the Company and the Sponsor entered into that certain Sponsor Warrants Purchase Agreement (the Private Placement Warrants Purchase Agreement), pursuant to which the Sponsor agreed to purchase 7,000,000 warrants (or up to 7,750,000 warrants if the over-allotment option in connection with the Companys initial public offering is exercised in full) (together with the Forward Purchase Warrants, the Private Placement Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, on February 26, 2019, the Company entered into that certain Forward Purchase Agreement with Crescent Capital Group LP (Crescent), pursuant to which Crescent, in its capacity as investment advisor on behalf of one or more investment funds or accounts managed by Crescent and its affiliates, will commit on behalf of such funds to purchase, subject to the terms and conditions in such agreement, an aggregate of 5,000,000 Units (the Forward Purchase Units), each Forward Purchase Unit comprised of one share of Common Stock and one-third of one warrant to purchase one share of Common Stock (the Forward Purchase Warrants);
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.