FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2019 • Crescent Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 15th, 2019 • Crescent Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2019, by and between Crescent Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 15th, 2019 • Crescent Acquisition Corp • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Crescent Acquisition Corp, a Delaware corporation (the “Company”), and CFI Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • February 15th, 2019 • Crescent Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2019, by and between CRESCENT ACQUISITION CORP, a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
CRESCENT ACQUISITION CORP and Continental Stock Transfer & Trust Company WARRANT AGREEMENT Dated as of [•], 2019Warrant Agreement • February 15th, 2019 • Crescent Acquisition Corp • Blank checks • New York
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”).
CRESCENT ACQUISITION CORP 25,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • February 15th, 2019 • Crescent Acquisition Corp • Blank checks • New York
Crescent Acquisition Corp, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BAML”) are acting as representatives (Credit Suisse and BAML, the “Representatives”), an aggregate of 25,000,000 units (the “Firm Units”), each unit consisting of one share of Class A common stock, $0.0001 par value per share (the “Common Stock”), of the Company and one-half of one redeemable warrant to purchase one share of Common Stock (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 3,750,000 units (the “Additional Units”). The Firm Units and the Additional Units are hereinafter collectively sometimes referred to as the “Units.” The Units are describ
Crescent Acquisition Corp 11100 Santa Monica Boulevard, Suite 2000 Los Angeles, California 90025 Re: Initial Public Offering Ladies and Gentlemen:Crescent Acquisition Corp • February 15th, 2019 • Blank checks
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 Company’s 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 Company’s 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 Of
Crescent Acquisition Corp 11100 Santa Monica Boulevard, Suite 2000 Los Angeles, CA 90025Services Agreement • February 15th, 2019 • Crescent Acquisition Corp • Blank checks • New York
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 Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Surrender of Shares and Amendment No. 1 to the Amended and Restated Securities Subscription AgreementCrescent Acquisition Corp • February 15th, 2019 • Blank checks • New York
This Surrender of Shares and Amendment No. 1 to the Amended and Restated Securities Subscription Agreement, dated January 10, 2018 (this “Agreement”), is made by and between Crescent Funding Inc., a Delaware corporation (the “Company”), and CFI Sponsor LLC, a Delaware limited liability company (the “Subscriber”).
