subject to the terms and conditions set forth in the Forward Purchase Agreement, including a lock-up period that restricts the transfer of securities
issued pursuant to the Forward Purchase Agreement and registration rights granted thereto, an aggregate of 2,500,000 shares of Common Stock plus 833,333 Warrants for an aggregate purchase price of $25,000,000 in cash in a private placement to
close immediately prior to the Business Combination, which such commitment Crescent Capital may assign, in whole or in part, to certain transferees, including, but not limited to, its current or prospective limited partners.
Golden Gate Capital means Golden Gate Capital Opportunity Fund, L.P., Golden Gate Capital Opportunity
Fund-A, L.P., GGCOF Third-Party Co-Invest, L.P., GGCOF Executive Co-Invest, L.P., GGCOF IRA
Co-Invest, L.P., GGC Administration, L.P and affiliates thereof.
Incentive Plan means the
LiveVox 2021 Equity Incentive Plan.
IPO means the Companys initial public offering, consummated on March 12, 2019, through
the sale of 25,000,000 Units at $10.00 per Unit.
LiveVox Stockholder or LiveVox TopCo means LiveVox TopCo, LLC, a
Delaware limited liability company and the sole stockholder of LiveVox Common Stock and preferred stock as of immediately prior to the effective time of the First Merger.
Merger Agreement means the Agreement and Plan of Merger, dated as of January 13, 2021, by and among the Company, First Merger Sub,
Second Merger Sub, LiveVox and GGC Services Holdco, Inc., a Delaware corporation, solely in its capacity as the representative, agent and attorney-in-fact of the
stockholders of LiveVox thereunder.
Nasdaq means The Nasdaq Global Select Market.
PIPE Investors means the investors who are parties to Subscription Agreements, pursuant to which such investors have collectively
subscribed for 7,500,000 shares of Common Stock for an aggregate purchase price of $75,000,000 in cash in private placements closed immediately prior to the Business Combination.
PIPE Shares means an aggregate of 7,500,000 shares of Common Stock issued to the PIPE Investors.
Public Warrants means the 12,499,995 Warrants that were issued as part of our Units in our IPO, each of which is exercisable for one share
of Common Stock, in accordance with their terms.
SEC means the United States Securities and Exchange Commission.
Second Amended and Restated Certificate of Incorporation means the Second Amended and Restated Certificate of Incorporation of the Company.
Second Merger means the merger of the Surviving Corporation with and into Second Merger Sub with Second Merger Sub continuing as the
surviving entity as part of the Business Combination.
Securities Act means the Securities Act of 1933, as amended.
SPAC Sponsor means CFI Sponsor LLC, a Delaware limited liability company.
Subscription Agreements means, collectively, those certain subscription agreements entered into on January 13, 2021, between the
Company and the PIPE Investors.
Surviving Corporation means the surviving corporation resulting from the First Merger.
v