Exhibit
10.9


 


FORM
OF


 


CODE
OF ETHICS AND BUSINESS CONDUCT


OF


CRESCENT
COVE ACQUISITION CORP.


 


		1.	Introduction



 


The
Board of Directors (the “Board”) of Crescent Cove Acquisition Corp. (the “Company”)
has adopted this Code of Ethics and Business Conduct (this “Code”), as amended from time to time by
the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees
are hired in the future) to:


 


		●	promote
                                         honest and ethical conduct, including the ethical handling of actual or apparent conflicts
                                         of interest between personal and professional relationships;



 


		●	promote
                                         the full, fair, accurate, timely and understandable disclosure in reports and documents
                                         that the Company files with, or submits to, the U.S. Securities and Exchange Commission
                                         (the “SEC”), as well as in other public communications made
                                         by or on behalf of the Company;



 


		●	promote
                                         compliance with applicable governmental laws, rules and regulations;



 


		●	deter
                                         wrongdoing; and



 


		●	require
                                         prompt internal reporting of breaches of, and accountability for adherence to, this Code.



 


This
Code may be amended or modified by the Board. In this Code, references to the “Company” mean Crescent Cove Acquisition
Corp. and, in appropriate context, the Company’s subsidiaries, if any.


 


		2.	Honest,
Ethical and Fair Conduct



 


Each
person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid.
Deceit, dishonesty and subordinating one’s principles are inconsistent with integrity. Service to the Company should never
be subordinated to personal gain or advantage.


 


Each
person must:


 


		●	act
                                         with integrity, including being honest and candid while still maintaining the confidentiality
                                         of the Company’s information where required or when in the Company’s interests;



 


		●	observe
                                         all applicable governmental laws, rules and regulations;



 


		●	comply
                                         with the requirements of applicable accounting and auditing standards, as well as Company
                                         policies, in order to maintain a high standard of accuracy and completeness in the Company’s
                                         financial records and other business-related information and data;



 






     


     


    

 


		●	adhere
                                         to a high standard of business ethics and not seek a competitive advantage through unlawful
                                         or unethical business practices;



 


		●	deal
                                         fairly with any customers, suppliers, competitors, employees and independent contractors
                                         of the Company;



 


		●	refrain
                                         from taking advantage of anyone through manipulation, concealment, abuse of privileged
                                         information, misrepresentation of material facts or any other unfair-dealing practice;



 


		●	protect
                                         the assets of the Company and ensure their proper use;



 


		●	subject
                                         to, and except as permitted by, the Company’s Amended and Restated Memorandum and
                                         Articles of Association as it may be amended from time to time (the “Articles”),
                                         not (i) take for themselves corporate or business opportunities that are discovered through
                                         the use of corporate property, information or position or by using corporate assets,
                                         information or position, (ii) use corporate property, information or position for personal
                                         gain, and (iii) compete with the Company; and



 


		●	avoid
                                         conflicts of interest, wherever possible, except as may be allowed under guidelines or
                                         resolutions approved by the Board (or the appropriate committee of the Board) or as disclosed
                                         in the Company’s public filings with the SEC or as permitted by the Articles. Anything
                                         that would be a conflict for a person subject to this Code also will be a conflict for
                                         a member of his or her immediate family or any other close relative. Examples of conflict
                                         of interest situations include, but are not limited to, the following, all of which must
                                         be disclosed to the Company:



 


		●	any
                                         significant ownership interest in any target in a potential business combination, supplier
                                         or customer of the Company;



 


		●	any
                                         consulting or employment relationship with any target in a potential business combination,
                                         supplier or customer of the Company;



 


		●	the
                                         receipt of any money, non-nominal gifts or excessive entertainment from any entity with
                                         which the Company has current or prospective business dealings;



 


		●	selling
                                         anything to the Company or buying anything from the Company, except on the same terms
                                         and conditions as comparable officers or directors are permitted to so purchase or sell
                                         (and, in the absence of any such comparable officer or director, on the same terms and
                                         conditions as a third party would buy or sell a comparable item in an arm’s-length
                                         transaction);



 


		●	any
                                         other financial transaction, arrangement or relationship (including any indebtedness
                                         or guarantee of indebtedness) involving the Company; and



 


		●	any
                                         other circumstance, event, relationship or situation in which the personal interest of
                                         a person subject to this Code interferes — or even appears to interfere —
                                         with the interests of the Company as a whole.



 






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		3.	Disclosure



 


The
Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the
SEC and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure
standards, including standards of materiality, where appropriate. Each person must:


 


		●	not
                                         knowingly misrepresent, or cause others to misrepresent, facts about the Company to others,
                                         whether within or outside the Company, including to the Company’s independent registered
                                         public accountants, governmental regulators, self-regulating organizations and other
                                         governmental officials, as appropriate; and



 


		●	in
                                         relation to his or her area of responsibility, properly review and critically analyze
                                         proposed disclosure for accuracy and completeness.



 


In
addition to the foregoing, the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of
the Company and each subsidiary of the Company (or persons performing similar functions), and each other person that typically
is involved in the financial reporting of the Company must familiarize himself or herself with the disclosure requirements applicable
to the Company as well as the business and financial operations of the Company.


 


Each
person must promptly bring to the attention of the Chair of the Board any information he or she may have concerning (a) significant
deficiencies in the design or operation of internal and/or disclosure controls that could adversely affect the Company’s
ability to record, process, summarize and report financial data or (b) any fraud that involves management or other employees who
have a significant role in the Company’s financial reporting, disclosures or internal controls.


 


		4.	Compliance



 


It
is the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. All directors,
officers and employees of the Company are expected to understand, respect and comply with all of the laws, regulations, policies
and procedures that apply to them in their positions with the Company. Employees are responsible for talking to their supervisors
to determine which laws, regulations and Company policies apply to their position and what training is necessary to understand
and comply with them.


 


Directors,
officers and employees are directed to specific policies and procedures available to persons they supervise.


 


		5.	Reporting
and Accountability



 


The
Audit Committee of the Company is responsible for applying this Code to specific situations in which questions are presented to
it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential
breach of this Code is required to notify the Chair of the Audit Committee promptly. Failure to do so is, in and of itself, a
breach of this Code.


 






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Specifically,
each person must:


 


		●	notify
                                         the Chair of the Audit Committee promptly of any existing or potential violation of this
                                         Code; and



 


		●	not
                                         retaliate against any other person for reports of potential violations that are made
                                         in good faith.



 


The
Company will follow the following procedures in investigating and enforcing this Code and in reporting on this Code:


 


		●	The
                                         Audit Committee will take all appropriate action to investigate any potential or actual
                                         breaches reported to it; and



 


		●	If
                                         the Audit Committee determines (by majority decision) that a breach has occurred, it
                                         will inform the Board of Directors. Upon being notified that a breach has occurred, the
                                         Board (by majority decision) will take or authorize such disciplinary or preventive action
                                         as it deems appropriate, after consultation with the Audit Committee, up to and including
                                         dismissal or, in the event of criminal or other serious violations of law, notification
                                         of the SEC or other appropriate law enforcement authorities.



 


No
person following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer
or employee thereof to discharge, demotion, suspension, threat, harassment or, in any manner, discrimination against such person
in terms and conditions of employment.


 


		6.	Waivers
and Amendments



 


Any
waiver (as defined below) or implicit waiver (as defined below) from a provision of this Code for the principal executive officer,
principal financial officer, principal accounting officer or controller, or persons performing similar functions or any amendment
(as defined below) to this Code is required to be disclosed in a Current Report on Form 8-K filed with the SEC. In lieu of filing
a Current Report on Form 8-K to report any such waivers or amendments, the Company may provide such information on its website
and if it keeps such information on such website for at least 12 months and discloses the website address as well as any intention
to provide such disclosures in this manner in its most recently filed Annual Report on Form 10-K.


 


A
“waiver” means the approval by the Board of a material departure from a provision of this Code. An “implicit
waiver” means the Company’s failure to take action within a reasonable period of time regarding a material departure
from a provision of this Code that has been made known to an executive officer of the Company. An “amendment” means
any amendment to this Code other than minor technical, administrative or other non-substantive amendments hereto.


 


All
persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code.
The Company expects full compliance with this Code.


 






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		7.	Insider
Information and Securities Trading



 


The
Company’s directors, officers or employees who have access to material, non-public information are not permitted to use
that information for securities trading purposes or for any purpose unrelated to the Company’s business. It is also against
the law to trade or to “tip” others who might make an investment decision based on material, non-public information.
For example, using material, non-public information to buy or sell the Company securities, options in the Company securities or
the securities of any Company supplier, customer, competitor, potential business partner or potential target is prohibited. The
consequences of insider trading violations can be severe. These rules also apply to the use of material, nonpublic information
about other companies (including, for example, the Company’s customers, competitors, potential business partners and potential
targets). In addition to directors, officers or employees, these rules apply to such person’s spouse, children, parents
and siblings, as well as any other family members living in such person’s home. The Company’s directors, officers
and employees should familiarize themselves with the Company’s policy on insider trading.


 


		8.	Financial
Statements and Other Records



 


All
of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately
reflect the Company’s transactions and must both conform to applicable legal requirements and to the Company’s system
of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable
law or regulation.


 


Records
should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies,
in the event of litigation or governmental investigation, please consult the Board or the Company’s internal or external
legal counsel.


 


		9.	Improper
Influence on Conduct of Audits



 


No
director, officer or employee, or any other person acting under the direction thereof, shall directly or indirectly take any action
to coerce, manipulate, mislead or fraudulently influence any public or certified public accountant engaged in the performance
of an audit or review of the financial statements of the Company or take any action that such person knows or should know that
if successful could result in rendering the Company’s financial statements materially misleading. Any person who believes
such improper influence is being exerted should report such action to such person’s supervisor, or if that is impractical
under the circumstances, to any of the Company’s directors.


 


Types
of conduct that could constitute improper influence include, but are not limited to, directly or indirectly:


 


		●	offering
                                         or paying bribes or other financial incentives, including future employment or contracts
                                         for non-audit services;



 


		●	providing
                                         an auditor with an inaccurate or misleading legal analysis;



 


		●	threatening
                                         to cancel or canceling existing non-audit or audit engagements if the auditor objects
                                         to the Company’s accounting;



 


		●	seeking
                                         to have a partner removed from the audit engagement because the partner objects to the
                                         Company’s accounting;



 


		●	blackmailing;
                                         and



 


		●	making
                                         physical threats.



 






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		10.	Anti-Corruption
Laws



 


The
Company complies with the anti-corruption laws of the countries in which it does business, including the U.S. Foreign Corrupt
Practices Act of 1977 (“FCPA”). Directors, officers, employees and agents, such as third party sales representatives,
shall not take or cause to be taken any action that would reasonably result in the Company not complying with such anti-corruption
laws, including the FCPA, and the Company’s Anti-Corruption Policy. If you are authorized to engage agents on the Company’s
behalf, you are responsible for ensuring they are reputable and for obtaining a written agreement for them to uphold the Company’s
standards in this area.


 


		11.	Violations



 


Violation
of this Code is grounds for disciplinary action up to and including termination of employment. Such action is in addition to any
civil or criminal liability which might be imposed by any court or regulatory agency.


 


		12.	Other
Policies and Procedures



 


Any
other policy or procedure set out by the Company in writing or made generally known to employees, officers or directors of the
Company prior to the date hereof or hereafter are separate requirements and remain in full force and effect.


 


		13.	Inquiries



 


All
inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to
the Chair of the Board, or such other compliance officers as shall be designated from time to time by the Company.


 


 


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