Item 1.02
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Termination of a Material Definitive Agreement.
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As previously disclosed, on June 24, 2020, Crescent Acquisition Corp (the Company) entered into an Agreement and Plan
of Merger (the Merger Agreement), by and among the Company, Function Acquisition I Corp, a Delaware corporation and a direct, wholly owned subsidiary of the Company (First Merger Sub), Function Acquisition II
LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company (Second Merger Sub), F45 Training Holdings Inc., a Delaware corporation (F45), and Shareholder Representative
Services LLC, a Colorado limited liability company (the Stockholder Representative), relating to the contemplated business combination among the Company and F45 (the Contemplated Business Combination).
Termination of Merger Agreement
On October 5, 2020, the Company and F45 entered into a Termination and Release Agreement (the Termination and Release
Agreement), effective as of such date, pursuant to which the parties agreed to mutually terminate the Merger Agreement. The termination of the Merger Agreement is effective as of October 5, 2020.
As a result of the termination of the Merger Agreement, the Merger Agreement will be of no further force and effect, and each of the
transaction agreements entered into in connection with the Merger Agreement, including, but not limited to, (i) the Sponsor Support Agreement, dated as of June 24, 2020, by and among the Company, F45, CFI Sponsor LLC, a Delaware limited
liability company and the sponsor of the Company (the Sponsor), and each of the parties set forth on Schedule A therein, (ii) the Support Agreements, dated as of Juned 24, 2020, by and among the Company, F45, the Stockholder
Representative and certain beneficial owners of F45 stock, (iii) the Companys Amended and Restated Registration Rights Agreement, (iv) the Companys Stockholders Agreement, (v) the Companys Amended and Restated Bylaws
and (vi) the Companys Second Amended and Restated Certificate of Incorporation, will automatically either be terminated in accordance with their terms or be of no further force and effect, except that the Amended and Restated Forward
Purchase Agreement (the A&R FPA), entered into on June 24, 2020 by and between the Company and Crescent Capital Group LP, a Delaware limited partnership (Crescent), an affiliate of the Sponsor, will
concurrently with the termination of the Merger Agreement be amended and restated in its entirety as further described below. Pursuant to the Termination and Release Agreement, subject to certain exceptions, the Company and F45 have also agreed, on
behalf of themselves and their respective related parties, to a release of claims relating to the Contemplated Business Combination.