REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2019 • Crescent Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 7, 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”).
CRESCENT ACQUISITION CORP and Continental Stock Transfer & Trust Company WARRANT AGREEMENT Dated as of March 7, 2019Warrant Agreement • March 13th, 2019 • Crescent Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 13th, 2019 • Crescent Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 7, 2019, by and between Crescent Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 24th, 2021 • LiveVox Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021, between LiveVox Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • March 13th, 2019 • Crescent Acquisition Corp • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of January 12, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and between Crescent Funding Inc., a Delaware corporation (the “Company”), and CFI Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • March 13th, 2019 • Crescent Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 7, 2019, by and between CRESCENT ACQUISITION CORP, a Delaware corporation (the “Company”), and Mike L. Wilhelms (“Indemnitee”).
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 9th, 2023 • LiveVox Holdings, Inc. • Services-computer processing & data preparation
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of November 7, 2016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), PNC BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), LIVEVOX INTERMEDIATE LLC, a Delaware limited liability company (f/k/a LiveVox Holdings, Inc.) (“Parent”), LIVEVOX, INC., a Delaware corporation (“Borrower”), ENGAGE HOLDINGS, LLC, an Ohio limited liability company (“Engage Guarantor”), LIVEVOX INTERNATIONAL, INC., a Delaware corporation (“LiveVox International Guarantor”), SPEECHIQ, LLC, an Ohio limited liability company (“SpeechIQ Guarantor”, and together with Engage Guarantor and LiveVox In
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 • March 13th, 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 FUNDING INC. 25,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2018 • Crescent Funding Inc. • Blank checks • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • January 14th, 2021 • Crescent Acquisition Corp • Services-amusement & recreation services
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 13th day of January, 2021, by and among Crescent Acquisition Corp., a Delaware corporation (the “Issuer”), and the undersigned subscriber (“Subscriber”).
March 7, 2019 Crescent Acquisition Corp 11100 Santa Monica Boulevard, Suite 2000 Los Angeles, California 90025 Re: Initial Public Offering Ladies and Gentlemen:Crescent Acquisition Corp • March 13th, 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
AGREEMENT AND PLAN OF MERGER dated as of October 3, 2023 among LIVEVOX HOLDINGS, INC., NICE LTD., INCONTACT, INC. and LASER BRIDGE MERGER SUB INC.Agreement and Plan of Merger • October 4th, 2023 • LiveVox Holdings, Inc. • Services-computer processing & data preparation • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 3, 2023 among LiveVox Holdings, Inc., a Delaware corporation (the “Company”), inContact, Inc., a Delaware corporation (“Parent”), Laser Bridge Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and NICE Ltd., a company organized under the laws of the State of Israel (“NICE”).
SECOND AMENDED & RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 6th, 2020 • Crescent Acquisition Corp • Services-amusement & recreation services • New York
This Second Amended & Restated Forward Purchase Agreement (this “Agreement”) is entered into as of October 5, 2020, 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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 24th, 2021 • LiveVox Holdings, Inc. • Services-amusement & recreation services • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 18, 2021, is made and entered into by and among (i) LiveVox Holdings, Inc. (fka Crescent Acquisition Corp), a Delaware corporation (the “Company”), (ii) Kathleen Briscoe, John J. Gauthier and Jason D. Turner (such individuals, collectively, the “Director Holders”), (iii) CFI Sponsor LLC, a Delaware limited liability company (the “Sponsor” and, together with the Director Holders and its and their respective Permitted Transferees, the “Sponsor Holders”), and (iv) LiveVox TopCo, LLC, a Delaware limited liability company (“Target”) party hereto (together with their Permitted Transferees, the “Target Holders”). The Sponsor, the Director Holders and the Target Holders, together with the other parties listed on the signature pages hereto and any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement are each referred to herein as a “Holder” and collectively th
EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2021 • LiveVox Holdings, Inc. • Services-amusement & recreation services • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 7, 2014 (the “Effective Date”), between Livevox, Inc. (the “Company”), and Louis Summe (“Employee”).
CREDIT AGREEMENT by and among PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, LIVEVOX HOLDINGS, INC. as Parent LIVEVOX, INC. as Borrower, and the Guarantors party hereto Dated as of November...Credit Agreement • June 24th, 2021 • LiveVox Holdings, Inc. • Services-amusement & recreation services
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of November 7, 2016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), PNC BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), LIVEVOX HOLDINGS, INC., a Delaware corporation (“Parent”), LIVEVOX, INC., a Delaware corporation (“Borrower”), LIVEVOX INTERNATIONAL, INC., a Delaware corporation (“LiveVox International Guarantor”), SPEECHIQ, LLC, an Ohio limited liability company (“SpeechIQ Guarantor”, and together with LiveVox International Guarantor, the “Guarantors”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 1st, 2019 • Crescent Acquisition Corp • Blank checks • New York
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”).
AMENDED & RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 24th, 2020 • Crescent Acquisition Corp • Blank checks • New York
This Amended & Restated Forward Purchase Agreement (this “Agreement”) is entered into as of June 24, 2020, between Crescent Acquisition Corp, a Delaware corporation (the “Company”), and Crescent Capital Group LP, a Delaware limited partnership (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG CRESCENT ACQUISITION CORP, FUNCTION ACQUISITION I CORP, FUNCTION ACQUISITION II LLC, LIVEVOX HOLDINGS, INC., and GGC SERVICES HOLDCO, INC., IN ITS CAPACITY AS THE STOCKHOLDER REPRESENTATIVE DATED AS OF JANUARY...Agreement and Plan of Merger • January 14th, 2021 • Crescent Acquisition Corp • Services-amusement & recreation services • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of January 13, 2021, by and among Crescent Acquisition Corp, a Delaware corporation (“Parent”), Function Acquisition I Corp, a Delaware corporation and a direct, wholly owned subsidiary of Parent (“First Merger Sub”), Function Acquisition II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Second Merger Sub”), LiveVox Holdings, Inc., a Delaware corporation (the “Company”), and GGC Services Holdco, Inc., a Delaware corporation, solely in its capacity as the representative, agent and attorney-in-fact of the Company Stockholder hereunder (in such capacity, the “Stockholder Representative”). Each of the Company, Parent, First Merger Sub, Second Merger Sub and the Stockholder Representative shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from
Crescent Funding Inc. 11100 Santa Monica Boulevard, Suite 2000 Los Angeles, California 90025 Re: Initial Public Offering Ladies and Gentlemen:Crescent Funding Inc. • February 14th, 2018 • 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 Funding Inc., a Delaware corporation (the “Company”), and UBS Securities 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 redeemable warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $11.50 per whole share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a
LIVEVOX HOLDINGS, INC. PERFORMANCE STOCK UNIT AWARD AGREEMENTStock Unit Award Agreement • June 24th, 2021 • LiveVox Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date, is entered into by and between LiveVox Holdings, Inc., a Delaware corporation (the “Company”), and the Participant. Capitalized terms used herein without definition have the meanings ascribed to such terms in the LiveVox Holdings, Inc. 2021 Equity Incentive Plan (the “Plan”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 14th, 2021 • Crescent Acquisition Corp • Services-amusement & recreation services • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 13, 2020, by and among LiveVox Holdings, Inc., a Delaware corporation (the “Company”), CFI Sponsor LLC, a Delaware limited liability company (“Sponsor”), each of the other Persons set forth on Schedule A hereto (each of such Persons and the Sponsor, a “Supporting Party” and, collectively, the “Supporting Parties”), and Crescent Acquisition Corp, a Delaware corporation (“Parent”).
SUPPORT AGREEMENTSupport Agreement • October 4th, 2023 • LiveVox Holdings, Inc. • Services-computer processing & data preparation • Delaware
SUPPORT AGREEMENT (this “Agreement”), dated as of October 3, 2023, by and between inContact, Inc., a Delaware corporation (“Parent”), and each entity set forth on the signature pages to this Agreement (each, a “Stockholder” and collectively, the “Stockholders”).
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • October 6th, 2020 • Crescent Acquisition Corp • Services-amusement & recreation services
This TERMINATION AND RELEASE AGREEMENT, dated as of October 5, 2020 (this “Agreement”), is entered into by and between Crescent Acquisition Corp, a Delaware corporation (“Parent”), and F45 Training Holdings Inc., a Delaware corporation (the “Company”). The foregoing are collectively referred to herein as the “Parties” and each individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in that certain Agreement and Plan of Merger, dated as of June 24, 2020 (the “Merger Agreement”), by and among Parent, Function Acquisition I Corp, a Delaware corporation and a direct, wholly owned subsidiary of Parent, Function Acquisition II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent, the Company and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Company Stockholders under the Merger Agreement
LIVEVOX, INC. RETENTION BONUS AGREEMENTRetention Bonus Agreement • March 2nd, 2023 • LiveVox Holdings, Inc. • Services-computer processing & data preparation • California
In recognition of your contributions to LiveVox Holdings, Inc. (the “Company”), the Compensation Committee of the Company’s Board of Directors has approved a special bonus arrangement for you subject to the terms and conditions described in this Retention Bonus Agreement (the “Agreement”).
ESCROW AGREEMENTEscrow Agreement • June 24th, 2021 • LiveVox Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of June 18, 2021, by and among Crescent Acquisition Corp, a Delaware corporation, (“Crescent”), GGC Services Holdco, Inc., a Delaware corporation, (“GGC” and, together with Crescent, sometimes referred to individually as a “Party” and collectively as the “Parties”), and Citibank, N.A., as escrow agent (the “Escrow Agent”).
STOCKHOLDER AGREEMENTStockholder Agreement • June 24th, 2021 • LiveVox Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS STOCKHOLDER AGREEMENT (this “Agreement”) is made and entered into as of June 18, 2021, by and among LiveVox Holdings, Inc., a Delaware corporation, formerly Crescent Acquisition Corp (the “Company”), CFI Sponsor LLC, a Delaware limited liability company (“Crescent”) and each of the Persons identified on the signature pages hereto under the heading “Golden Gate Capital” (collectively, “GGC” and together with Crescent, the “Investors”). This Agreement shall become effective (the “Effective Date”) upon the consummation of the transactions (the “Closing”) contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 13, 2021, by and among the Company, Function Acquisition I Corp, a Delaware corporation, Function Acquisition II LLC, a Delaware limited liability company, LiveVox Holdings, Inc., a Delaware corporation, and GGC Services Holdco, Inc., a Delaware corporation, solely in its capacity as the representative, agent and attorney-in-fact o
SHARE ESCROW AGREEMENTShare Escrow Agreement • January 14th, 2021 • Crescent Acquisition Corp • Services-amusement & recreation services • Delaware
This SHARE ESCROW AGREEMENT (this “Agreement”) is made and entered into as of January 13, 2021, by and among Crescent Acquisition Corp, a Delaware corporation (“Parent”), CFI Sponsor LLC, a Delaware limited liability company (“Sponsor”), Kathleen S. Briscoe, John J. Gauthier and Jason D. Turner (Jason D. Turner, together with Kathleen S. Briscoe and John J. Gauthier, the “Directors”). Each of the Parent, Sponsor and the Directors shall individually be referred to herein as a “Party” and, collectively, the “Parties”.
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”):
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • March 2nd, 2023 • LiveVox Holdings, Inc. • Services-computer processing & data preparation • New Hampshire
This Separation Agreement and Release (“Agreement”) is made by and between Erik Fowler (“Employee”) and LiveVox, Inc. (the “Company”) (jointly referred to as the “Parties” or individually referred to as a “Party”).
LIVEVOX HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTStock Unit Award Agreement • June 24th, 2021 • LiveVox Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date, is entered into by and between LiveVox Holdings, Inc., a Delaware corporation (the “Company”), and the Participant. Capitalized terms used herein without definition have the meanings ascribed to such terms in the LiveVox Holdings, Inc. 2021 Equity Incentive Plan (the “Plan”).
October 7, 2022LiveVox Holdings, Inc. • March 2nd, 2023 • Services-computer processing & data preparation • California
On behalf of the Board of Directors (the “Board”) of LiveVox Holdings, Inc. (the “Company”), I am pleased to confirm the terms of your employment with the Company. Subject to the terms and conditions of this letter agreement (this “Agreement”), your employment with the Company will commence on or about November 1, 2022 (with the date on which your employment actually commences, the “Effective Date”).
Re: WarrantsLiveVox Holdings, Inc. • December 29th, 2023 • Services-computer processing & data preparation
Reference is made to (a) the Warrant Agreement, dated as of March, 2019, by and between LiveVox Holdings, Inc. (formerly known as Crescent Acquisition Corp), a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, LLC (as assignee), a New York corporation, as the warrant agent (the “Warrant Agent”) (as amended, restated or otherwise modified from time to time, the “Warrant Agreement”), and (b) the Agreement and Plan of Merger dated as of October 3, 2023, among the Company, inContact, Inc., a Delaware corporation, Laser Bridge Merger Sub Inc., a Delaware corporation, and NICE Ltd., a company organized under the laws of the State of Israel (as amended, restated or otherwise modified from time to time, the “Merger Agreement”). Capitalized terms used but not otherwise defined in this notice shall have the meanings ascribed thereto in the Warrant Agreement.
LIVEVOX, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2021 • LiveVox Holdings, Inc. • Services-amusement & recreation services
This Employment Agreement, dated November 17, 2009, between LiveVox, Inc. (the “Company”) and Erik Fowler (the “Employee”), is effective on the Date of Hire (as hereinafter defined) and continues throughout the duration of employment and may, as specified in this contract and Addendum A, survive this Agreement.
