CRESCENT ACQUISITION CORP
Continental Stock Transfer & Trust Company
Dated as of , 2019
THIS WARRANT AGREEMENT (this Agreement), dated as of , 2019, is by and between Crescent Acquisition Corp, a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the Warrant Agent).
WHEREAS, it is proposed that the Company enter into that certain Sponsor Warrants Purchase Agreement (the Private Placement Warrants Purchase Agreement), with CFI Sponsor LLC, a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor will purchase an aggregate of up to 7,750,000 warrants (including up to 750,000 warrants subject to the Over-allotment Option (as defined below)) simultaneously with the closing of the Offering (as defined below), bearing the legend set forth in Exhibit B hereto (the Private Placement Warrants) at a purchase price of $1.00 per Private Placement Warrant;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 warrants, which will be identical to the Private Placement Warrants, at a price of $1.00 per warrant;
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Common Stock (as defined below) and one-half of one redeemable Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 14,375,000 warrants (including up to 1,875,000 warrants if the Over-allotment Option is exercised in full) to public investors in the Offering (the Public Warrants);
WHEREAS, it is proposed that the Company enter into that certain Forward Purchase Agreement, dated as of [ ], 2019 (the 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 and collectively with the Private Placement Warrants and the Public Warrants, the Warrants), such purchase to occur simultaneously with the Companys initial Business Combination. Each whole Warrant entitles the holder thereof to purchase one share of Class A common stock of the Company, par value $0.0001 per share (Common Stock), for $11.50 per whole share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant; and