Form of Administrative Services Agreement by and between the Registrant and Crescent Capital Group LP
Crescent Acquisition Corp
11100 Santa Monica Boulevard, Suite 2000
Los Angeles, CA 90025
Re: Administrative Services Agreement
This letter agreement by and between Crescent Acquisition Corp (the Company) and Crescent Capital Group LP, a Delaware limited partnership (CCG), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the Listing Date), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the Registration Statement) and continuing until the earlier of the consummation by the Company of an initial business combination and the Companys liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the Termination Date):
CCG shall make available to the Company, at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025 (or any successor location or other existing office locations), certain office space, utilities, and general office, receptionist and secretarial support as may be reasonably required by the Company. In exchange therefor, the Company shall pay CCG the sum of $10,000 per month commencing on the Listing Date and continuing monthly thereafter until the Termination Date; and
CCG hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind or nature whatsoever (each, a Claim) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Companys initial public offering will be deposited (the Trust Account), and hereby irrevocably waives any Claim it presently has or may have in the future as a result of, or arising out of, this agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.
This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.
This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.
No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party, provided that CCG may assign this letter agreement to an affiliate without the prior written approval of the Company. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.
This letter agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by and construed in accordance with the laws of the State of New York.
This letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same letter agreement.
[Signature page follows]
Very truly yours,
|CRESCENT ACQUISITION CORP|
|AGREED TO AND ACCEPTED BY:|
|CRESCENT CAPITAL GROUP LP|
[Signature Page to Administrative Services Agreement]