Crescent Acquisition Corp
11100 Santa Monica Boulevard, Suite 2000
Los Angeles, California 90025
Re: Initial Public Offering
Ladies and Gentlemen:
This letter (this Letter Agreement) is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement) entered into or proposed to be entered into by and among Crescent Acquisition Corp, a Delaware corporation (the Company), and Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representatives of the underwriters (the Underwriters), relating to an underwritten initial public offering (the Public Offering), of 28,750,000 of the Companys units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the Units), each comprised of one share of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), and one-half of one redeemable warrant (each, a Warrant). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the Prospectus) filed by the Company with the Securities and Exchange Commission (the Commission) and the Company shall apply to have the Units listed on The Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.
In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CFI Sponsor LLC (the Sponsor) and the undersigned individuals, each of whom is a director or member of the Companys management team (each, an Insider and collectively, the Insiders), hereby agrees with the Company as follows:
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The Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval.
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The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 24 months from the closing of the Public Offering, or such later period as approved by the Companys stockholders in accordance with the Companys amended and restated certificate of incorporation, the Sponsor and