FORWARD PURCHASE AGREEMENT
This Forward Purchase Agreement (this Agreement) is entered into as of February 26, 2019, between Crescent Acquisition Corp, a Delaware corporation (the Company), and Crescent Capital Group LP, a Delaware limited partnership, acting solely in its capacity as investment advisor (in such capacity, the Advisor) to one or more investment funds or accounts (each such investment fund or account, a Crescent Fund 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, the Company has filed with the U.S. Securities and Exchange Commission (the SEC) a registration statement on Form S-1 (the Registration Statement) for its initial public offering (IPO) of 25,000,000 units (or 28,750,000 units if the IPO over-allotment option (the IPO Option) is exercised in full) (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, the Companys sponsor, CFI Sponsor LLC, has committed to purchase an aggregate of 7,000,000 warrants (or 7,750,000 warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant in a private placement that will close simultaneously with the closing of the IPO (such warrants, the Private Placement Warrants);
WHEREAS, following the closing of the IPO (the IPO Closing), the Company will seek to identify and consummate a Business Combination;
WHEREAS, the parties wish to enter into this Agreement, pursuant to which immediately prior to the closing of the Companys initial Business Combination (the Business Combination Closing), the Company shall issue and sell to the Purchasers (as defined below), and the Purchasers shall purchase from the Company, on a private placement basis, the number of Forward Purchase Shares (as defined below) determined pursuant to Section 1(b)(ii) hereof and the number of Forward Purchase Warrants (as defined below) determined pursuant to Section 1(b)(ii) hereof, on the terms and conditions set forth herein;
WHEREAS, prior to the announcement of the initial Business Combination, the Advisor shall allocate or assign the obligation to purchase the Forward Purchase Securities to one or more Purchasers pursuant to the terms and conditions set forth herein; and
WHEREAS, proceeds from the IPO and the sale of the Private Placement Warrants in an aggregate amount equal to the gross proceeds from the IPO will be deposited into a trust account for the benefit of the holders of the Public Shares (the Trust Account), as described in the Registration Statement.
NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: