8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 9, 2020

LEGACY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

001-38296	Delaware	81-3674868
(Commission File Number)	(State or jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

1308 Race Street, Suite 200

Cincinnati OH 45202

(Address of principal executive offices, including zip code)

(513) 618-7161

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one Warrant to purchase one-half of one share of Class A common stock	LGC.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	LGC	New York Stock Exchange
Warrants, exercisable for one-half of one share of Class A common stock for $5.75 per half share, or $11.50 per whole share	LGC.WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging Growth Company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry into a Material Definitive Agreement

First Amendment to Amended and Restated Share Exchange Agreement

On March 13, 2020, Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), and Blue Valor Limited, a company incorporated in Hong Kong (“Blue Valor” or the “Seller”) and an indirect, wholly owned subsidiary of BlueFocus Intelligent Communications Group Co. Ltd. (“BFICG”), entered into a First Amendment to the Amended and Restated Share Exchange Agreement (the “Amendment”), the effectiveness of which is conditioned upon the approval of BFICG’s board of directors. Pursuant to the Amendment, among other things, shares of Legacy’s common stock payable to the Seller at the closing of the business combination (“Closing”) will be reduced from 30,000,000 to 27,000,000 shares, representing a reduction of 3,000,000 shares of Legacy’s common stock which would have been outstanding immediately following the Closing under the terms of the original Amended and Restated Share Exchange Agreement, dated as of December 2, 2019, by and between Legacy and the Seller (the “Amended and Restated Share Exchange Agreement”). Under the Amendment, the Seller will be granted the right to receive 3,000,000 shares of Legacy’s common stock (the “Seller Deferred Shares”) following the Closing (i) if after the Closing Legacy’s stock has a volume weighted average trading price of at least $20 per share for any 30 day period or if Legacy is sold for a share price of at least $20 per share post-Closing, or (ii) upon the 10^th anniversary of the Closing. Under the terms of the Amendment, the Sponsor will transfer 3,500,000 outstanding shares of Legacy’s common stock back to Legacy prior to the Closing, which shares will be cancelled and cease to be outstanding. In consideration for such shares, the Sponsor will be granted the right to receive up to 2,000,000 shares of Legacy’s common stock (the “Sponsor Deferred Shares”) after the Closing as follows: (a) 1,000,000 shares, if, after the Closing, Legacy stock has a volume weighted average trading price of at least $15 per share for any 30 day period or if Legacy is sold for a share price of at least $15 per share after the Closing and (b) 1,000,000 shares, if, after the Closing, Legacy stock has a volume weighted average trading price of at least $20 per share for any 30 day period or if Legacy is sold for a share price of at least $20 per share after the Closing; provided, that the maximum number of Sponsor Deferred Shares that the Sponsor can receive is 2,000,000. The amount of Seller Deferred Shares and Sponsor Deferred Shares which may be received and the conditions for receiving the same are subject to certain adjustments as set forth in the Amendment.

Under the Amendment, Legacy will agree to use its commercially reasonable best efforts to obtain the vote or consent of holders of at least 65% of Legacy’s warrants sold as part of the units in its initial public offering, exercisable for one-half of one share of Class A common stock for $5.75 per half share, or $11.50 per whole share (referred to herein as the “public warrants”), to provide for certain amendments (the “Warrant Amendments”) to the Warrant Agreement between Legacy and Continental Stock Transfer & Trust Company, dated as of November 16, 2017 (as amended from time to time, the “Warrant Agreement”). The proposed Warrant Amendments would provide, among other things, that each outstanding public warrant and each outstanding private placement warrant shall no longer be exercisable to purchase one-half share of common stock for $5.75 per half-share (subject to adjustment as provided in the Warrant Agreement) and instead shall be converted solely in to the right to receive (i) if, at the Closing, the aggregate gross cash proceeds from the trust, after redemptions and any PIPE Financing (as herein defined) (if consummated), equals at least $225 million, $1.00 in cash or (ii) if, at the Closing, the aggregate gross cash proceeds from the trust, after redemptions and the PIPE Financing (if consummated), is less than $225 million, $0.50 in cash and 0.055 shares of common stock (Sponsor has agreed to exchange its private placement warrants for only 0.11 shares of common stock per private placement warrant). The Warrant Amendment in respect of the public warrants is referred to herein as the “Public Warrant Amendment” and the Warrant Amendment in respect of the private placement warrants is referred to herein as the “Private Warrant Amendment.” The Warrant Amendments require the approval of holders of at least 65% of the public warrants. As indicated below, in connection with the Warrant Holder Support Agreements, Legacy has obtained the agreement of holders of approximately 65.9% of the public warrants to vote in favor of or consent to the Warrant Amendments and therefore expects that the Warrant Amendments will be approved. The term “PIPE Financing” refers to a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Rule 506(c) (or other available exemption) of shares of common stock solely to eligible accredited investors or qualified institutional buyers.

Except as set forth above, the material terms of the Amended and Restated Share Exchange Agreement as amended by the Amendment (hereinafter, the “Share Exchange Agreement”) are substantially the same as the terms of the Amended and Restated Share Exchange Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2019.

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Sponsor Support Agreement and Waiver Agreement

Concurrently with the execution of the Amendment, (x) the Sponsor, Legacy and the Seller entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) and (y) the Sponsor and Legacy entered into a Waiver Agreement (the “Waiver Agreement”). Pursuant to the Sponsor Support Agreement, the Sponsor agreed to assign and transfer to the Company for cancellation 3,500,000 shares of Legacy’s Class F common stock (“Founder Shares”) in consideration for the Sponsor Deferred Shares which will be issued in accordance with the terms and conditions set forth in the Share Exchange Agreement. All of the Founder Shares assigned and transferred by the Sponsor under the Sponsor Support Agreement will be cancelled by the Company. Under the Sponsor Support Agreement, the Sponsor further agreed to certain covenants and agreements related to the transactions contemplated by the Share Exchange Agreement, particularly with respect to taking supportive actions to consummate the business combination, including, without limitation, waiving the right to receive any cash payment with respect to 14,587,770 private placement warrants beneficially owned by the Sponsor in connection with the Private Warrant Amendment and to accept only shares of common stock at a rate of 0.11 of a share of common stock per warrant (or 1,604,655 shares of common stock in total). The remaining 2,912,230 private placement warrants beneficially owned by certain institutional investors in the Sponsor may be exchanged, at the election of their beneficial owners, for the same all stock consideration as the Sponsor or for the same consideration to be received by the holders of the public warrants.

Pursuant to the Waiver Agreement, entered into at the same time as the Sponsor Support Agreement and the Amendment, the Sponsor (on behalf of itself and each beneficial owner of Founder Shares) irrevocably waived their rights under Section 4.3(b)(ii) of Legacy’s Amended and Restated Certificate of Incorporation to receive additional Class A common stock upon conversion of the Founder Shares held by them in connection with the business combination as a result of the new issuance of Legacy common stock or any other anti-dilution (or similar) protections in respect of Founder Shares in connection with a PIPE Financing (if consummated) and the Warrant Amendments.

Warrant Holder Support Agreements

Effective as of March 9, 2020, Legacy entered into warrant holder support agreements (“Warrant Holder Support Agreements”) with the holders of approximately 19,765,000 (or approximately 65.9%) of Legacy’s public warrants. Pursuant to the Warrant Holder Support Agreements, such holders have agreed to vote in favor of the Warrant Amendments to the Warrant Agreement as contemplated by the Amendment. Under the Warrant Holder Support Agreements, the subject warrant holders further agreed to certain covenants and agreements related to the Warrant Amendments, including, without limitation, not to dispose of any of their public warrants subject to the Warrant Holder Support Agreements or any economic interests therein, subject, in certain cases, to certain specified exceptions. As the Warrant Amendments require the approval by holders of at least 65% of Legacy’s public warrants, the Warrant Holder Support Agreements principally assure the vote in favor of the Warrant Amendments and, therefore, Legacy expects that the Warrant Amendments will be approved.

The foregoing description of the Amendment, Sponsor Support Agreement, Waiver Agreement and Warrant Holder Support Agreements do not purport to be complete and are qualified in their entirety by the terms and conditions of the Amendment, Sponsor Support Agreement, Waiver Agreement and Warrant Holder Support Agreements, respectively, copies of which are attached hereto as Exhibit 2.1, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8, respectively, and are incorporated herein by reference. The Share Exchange Agreement contains covenants that the respective parties made to each other as of the date of the Share Exchange Agreement or as of the date of such agreement or other specific dates as provided therein. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Amendment has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about Legacy, Seller or any other party to the Share Exchange Agreement. In particular, the representations, warranties, covenants and agreements contained in the Share Exchange Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Share Exchange Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Share Exchange Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Share Exchange Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Amended and Restated Share Exchange Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Share Exchange Agreement, which subsequent information may or may not be fully reflected in Legacy’s public disclosures.

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Item 1.02 Termination of a Material Definitive Agreement

On March 13, 2020, Legacy, the Seller and the Sponsor mutually terminated the redemption side letter dated as of December 2, 2019, among Legacy, the Seller and the Sponsor. The redemption side letter provided that (i) depending on the level of redemptions, certain shares of Legacy common stock owned by Sponsor would have been subject to forfeiture and (ii) Blue Impact (the name of Legacy from and after the Closing and referred to herein as such) might have been required to reissue a specified portion of those forfeited shares depending on the post-Closing trading price of Blue Impact’s common stock. The redemption side letter was terminated in connection with the anticipated changes in the terms of the business combination to the Amended and Restated Share Exchange Agreement (to which Legacy and the Seller are parties), including the deferral of the receipt of shares of common stock by the Seller and the transfer of shares of common stock by the Sponsor, to be effected by the Amendment, the Sponsor Support Agreement and the Waiver Agreement.

Item 7.01 Regulation FD Disclosure.

On March 13, 2020, Legacy issued a press release announcing an amendment to the terms of the business combination. A copy of the press release is furnished as Exhibit 99.1 hereto.

On March 13, 2020, Legacy issued a press release announcing the Amendment and the proposed Warrant Agreement Amendments. A copy of the press release is furnished as Exhibit 99.2 hereto.

In February 2020, Legacy entered into confidential discussions with, and provided certain confidential information regarding the Company to, certain prospective accredited investors or qualified institutional buyers in connection with a possible PIPE Financing. In connection with those discussions, Legacy agreed with such prospective accredited investors or qualified institutional buyers to provide such information publicly and is making the disclosures included in this Item 7.01, including Exhibit 99.3 to this Current Report on Form 8-K, in accordance with that agreement. The presentation, dated February 2020, furnished hereto as Exhibit 99.3 to this Current Report on Form 8-K, was used in discussions with prospective accredited investors or qualified institutional buyers during the period between February 14, 2020 and March 6, 2020.

The Company hereby furnishes the information in this Item 7.01 and Exhibits 99.1, 99.2 and 99.3 attached hereto. This information is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), in each case, whether made before or after the date hereof, regardless of any general incorporation language in such filing. Other documents filed with the Securities and Exchange Commission (the “SEC”) shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit  Number	Description
2.1	First Amendment to the Amended and Restated Share Exchange Agreement, dated March 13, 2020, by and between Legacy Acquisition Corp. and Blue Valor Limited*
10.1	Sponsor Support Agreement, dated as of March 13, 2020, by and between Legacy Acquisition Sponsor I LLC, Legacy Acquisition Corp., and Blue Valor Limited
10.2	Waiver Agreement, dated March 13, 2020, by and between Legacy Acquisition Sponsor I LLC, Legacy Acquisition Corp., and Blue Valor Limited Sponsor I LLC, and Blue Valor Limited
10.3	Termination Agreement, dated March 13, 2020, by and between Legacy Acquisition Corp., Legacy Acquisition Sponsor I LLC, and Blue Valor Limited
10.4	Form of Warrant Holder Support Agreement**
10.5	Warrant Holder Support Agreement, dated as of March 9, 2020, by and between Alyeska Investment Group LP and Legacy Acquisition Corp.
10.6	Warrant Holder Support Agreement, dated as of March 9, 2020, by and between Kepos Alpha Master Fund L.P. and Legacy Acquisition Corp.

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10.7	Warrant Holder Support Agreement dated as of March 9, 2020, by and between Longfellow Investment Management Co., LLC and Legacy Acquisition Corp.
99.1	Press Release, dated March 13, 2020, Legacy Acquisition Corp. Announces Amendments to Terms of Business Combination***
99.2	Press Release, dated March 13, 2020:  Legacy Acquisition Corp. Announces Amendment to Share Exchange Agreement and Expected Warrant Agreement Amendment***
99.3	Investor Presentation dated February 2020***

* Legacy has omitted schedules and similar attachments to the First Amendment to the Amended and Restated Share Exchange Agreement pursuant to Item 601(a)(5) of Regulation S-K.

** Legacy has omitted certain agreements as exhibits to this Current Report on Form 8-K because each such agreement is substantially identical, except as to the parties thereto and the specific number of warrants held by a party thereto, to Exhibit 10.4. These omitted agreements are identified on a schedule attached to Exhibit 10.4 pursuant to Instruction (2) of the Instructions to Item 601 of Regulation S-K.

*** Exhibits 99.1, 99.2 and 99.3 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall Exhibits 99.1, 99.2 or 99.3 be deemed incorporated by reference into any filing of the Company under the Securities Act, in each case, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as expressly set forth in such filing.

Important Information About the Business Combination and Where to Find It

In connection with the proposed business combination contemplated by the Amended and Restated Share Exchange Agreement, Legacy filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) on December 2, 2019, and intends to file a definitive proxy statement with the SEC. In addition, in connection with the proposed warrant agreement amendment, Legacy intends to file a preliminary proxy statement with the SEC. Legacy’s security holders and other interested persons are advised to read the applicable proxy statement(s) and the amendments thereto and other relevant materials to be filed in connection with the business combination and warrant agreement amendment with the SEC, including, when available, a definitive proxy statement on Schedule 14A and documents incorporated by reference therein, as these materials will contain important information about the business combination and warrant agreement amendment, as applicable. When available, the definitive proxy statement and other relevant materials for the business combination and warrant agreement amendment will be mailed to the applicable securityholders of Legacy as of a record date to be established for voting on the business combination and warrant agreement amendment. Stockholders will also be able to obtain copies of the preliminary proxy statements, the definitive proxy statements and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary, (513) 618-7161.

Participants in the Solicitation

Legacy and its directors and executive officers may be deemed participants in the solicitation of proxies from Legacy’s securityholders with respect to the business combination and warrant agreement amendment, as applicable. A list of the names of those directors and executive officers and a description of their interests in Legacy will be contained in Legacy’s definitive proxy statements that will be filed with respect to the business combination and warrant agreement amendment, respectively, and in its annual report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to: Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary, (513) 618-7161. Additional information regarding the interests of such participants will be contained in the proxy statement for the business combination and warrant agreement amendment, respectively, when available.

The Seller, BFICG, and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the securityholders of Legacy in connection with the business combination or warrant agreement amendment. A list of the names of such directors and executive officers and information regarding their interests in the business combination or warrant agreement amendment, as applicable, will be included in Legacy’s definitive proxy statements that will be filed with respect to the business combination and warrant agreement amendment, respectively.

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Forward-Looking Statements:

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Legacy’s and the Blue Impact business’ (including the Madhouse business’) actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “propose,” “plan,” “contemplate,” “may,” “will,” “shall,” “would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” “positioned,” “goal,” “conditional” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, our statements regarding the impact of the Amendment on our dilutive securities and capital structure, our statements regarding the warrant agreement amendment and the anticipated changes to be made to the terms of our warrants, and statements regarding Madhouse’s anticipated financial performance.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Legacy’s and the Blue Impact business’ control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Share Exchange Agreement, (2) the outcome of any legal proceedings that may be instituted against Legacy and other transaction parties following the announcement of the Share Exchange Agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the stockholders of Legacy or other conditions to closing in the Share Exchange Agreement; (4) the occurrence of any event, change or other circumstance that could otherwise cause the business combination to fail to close; (5) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed business combination; (6) the inability to obtain or maintain the listing of Blue Impact’s common stock on the New York Stock Exchange following the proposed business combination; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (8) the ability to recognize the anticipated benefits of the proposed business combination; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations; (11) the aggregate number of Legacy shares requested to be redeemed by Legacy’s stockholders in connection with the proposed business combination; (12) the ability of the Blue Impact business to ameliorate or otherwise mitigate its existing material weaknesses and any material weaknesses in internal control over financial reporting or significant deficiencies that may be identified in the future; (13) estimates for the financial performance of the Blue Impact business may prove to be incorrect or materially different from actual results; (14) the impact of coronavirus outbreak on capital markets and Blue Impact’s business; and (15) other risks and uncertainties indicated from time to time in the proxy statement relating to the proposed business combination, including those under “Risk Factors” therein, and in Legacy’s other filings with the SEC. Legacy cautions that the foregoing list of factors is not exhaustive. Legacy cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Legacy does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

No Offer or Solicitation

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.

Any securities that may be offered pursuant to any PIPE Financing will not be registered under the Securities Act, or any state securities laws, and until so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LEGACY ACQUISITION CORP.
March 13, 2020	By:	/s/ William C. Finn
	Name:	William C. Finn
	Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit  Number	Description
2.1	First Amendment to the Amended and Restated Share Exchange Agreement, dated March 13, 2020, by and between Legacy Acquisition Corp. and Blue Valor Limited*
10.1	Sponsor Support Agreement, dated as of March 13, 2020, by and between Legacy Acquisition Sponsor I LLC, Legacy Acquisition Corp., and Blue Valor Limited
10.2	Waiver Agreement, dated March 13, 2020, by and between Legacy Acquisition Sponsor I LLC, Legacy Acquisition Corp., and Blue Valor Limited Sponsor I LLC, and Blue Valor Limited
10.3	Termination Agreement, dated March 13, 2020, by and between Legacy Acquisition Corp., Legacy Acquisition Sponsor I LLC, and Blue Valor Limited
10.4	Form of Warrant Holder Support Agreement**
10.5	Warrant Holder Support Agreement, dated as of March 9, 2020, by and between Alyeska Investment Group LP and Legacy Acquisition Corp.
10.6	Warrant Holder Support Agreement, dated as of March 9, 2020, by and between Kepos Alpha Master Fund L.P. and Legacy Acquisition Corp.
10.7	Warrant Holder Support Agreement dated as of March 9, 2020, by and between Longfellow Investment Management Co., LLC and Legacy Acquisition Corp.
99.1	Press Release, dated March 13, 2020, Legacy Acquisition Corp. Announces Amendments to Terms of Business Combination***
99.2	Press Release, dated March 13, 2020:  Legacy Acquisition Corp. Announces Amendment to Share Exchange Agreement and Expected Warrant Agreement Amendment***
99.3	Investor Presentation dated February 2020***

* Legacy has omitted schedules and similar attachments to the First Amendment to the Amended and Restated Share Exchange Agreement pursuant to Item 601(a)(5) of Regulation S-K.

** Legacy has omitted certain agreements as exhibits to this Current Report on Form 8-K because each such agreement is substantially identical, except as to the parties thereto and the specific number of warrants held by a party thereto, to Exhibit 10.4. These omitted agreements are identified on a schedule attached to Exhibit 10.4 pursuant to Instruction (2) of the Instructions to Item 601 of Regulation S-K.

*** Exhibits 99.1, 99.2 and 99.3 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall Exhibits 99.1, 99.2 or 99.3 be deemed incorporated by reference into any filing of the Company under the Securities Act, in each case, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as expressly set forth in such filing.

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EX-2.1

Exhibit 2.1

FIRST AMENDMENT

TO THE

AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT

This FIRST AMENDMENT TO THE AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT (this “Amendment”), dated as of March 13, 2020, is made and entered into by and between Blue Valor Limited, a company incorporated in Hong Kong (the “Seller”) and Legacy Acquisition Corp., a Delaware corporation (the “Purchaser”).

WHEREAS, the parties hereto previously entered into that certain Amended and Restated Share Exchange Agreement (including, without limitation, the exhibits and amendments thereto, the “Agreement”), dated as of December 2, 2019;

WHEREAS, capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Agreement; and

WHEREAS, Section 11.2 of the Agreement provides that the Agreement may not be amended or modified except by an instrument in writing signed by each of the Seller and the Purchaser; and

WHEREAS, the parties hereto wish to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Amendments to Recitals of the Agreement.

(a) Amendment to Recital G. Recital paragraph G is hereby amended and restated in its entirety by replacing it with the following:

“G. The Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, all of the issued and outstanding shares in the Company in exchange for the Closing Payment Shares, the Seller Deferred Shares, and, if earned pursuant to the terms hereof, the Earnout Payment, in each case, subject to the terms and conditions set forth herein (“Share Purchase”);”.

(b) Amendment to Recital L. Recital paragraph L is hereby amended and restated in its entirety by replacing it with the following:

“L. (i) Simultaneously with the execution of the First Amendment to this Agreement, (x) the Purchaser, Legacy Acquisition Sponsor I LLC, a Delaware limited liability company (“Sponsor”), and the Seller are entering into that certain Sponsor Support Agreement, the form of which is attached as Exhibit B hereto (the “Sponsor Support Agreement”), with respect to the treatment of the Purchaser’s Class F common stock as provided therein, and (y) the Purchaser and Sponsor are entering into that certain Waiver Agreement, the form of which is attached as Exhibit J hereto (the “Waiver Agreement”), with respect to the treatment of the Purchaser’s Class F common stock as provided therein, and (ii) at the Closing, the Purchaser, Sponsor and the Seller shall enter into that certain Registration Rights Consent and Waiver, the form of which is attached as Exhibit K hereto (the “Registration Rights Waiver Agreement”);”.

2. Amendments to Article I of the Agreement.

(a) Amendment to Section 1.2 of the Agreement. Section 1.2 of the Agreement is hereby amended by deleting “and the Redemption Side Letter” and replacing it with “the Sponsor Support Agreement, the Waiver Agreement, and the Registration Rights Waiver Agreement”.

(b) Amendment to Section 1.17 of the Agreement. Section 1.17 of the Agreement is hereby amended by deleting the number “30,000,000” and replacing it with “27,000,000”.

(c) Amendment to Further Definitions in the Agreement. The reference list of “Further Definitions” in Article I of the Agreement is hereby amended by (i) deleting the term “Redemption Side Letter” and its corresponding section reference, (ii) deleting the term “September 30 Audited Financials” and its corresponding section reference, (iii) deleting the term “Blue Impact Warrant Tender Offer” and its corresponding section reference, and (iv) inserting the following terms and corresponding section references in the proper alphabetical order:

“Change in Control	2.9(a)(i)
Deferred Shares	2.9(b)
Deferred Share Holder	2.9(g)
Extraordinary Dividend	2.9(e)
Permitted Transferee	2.9(g)
PIPE Financing	6.26
Price Target	2.9(a)(v)
Public Warrant Amendment	6.24
Purchaser Common Share 30-Day VWAP	2.9(a)(ii)
Purchaser Private Placement Warrants	6.24
Purchaser Public Warrants	6.24
Registration Rights Waiver Agreement	Recitals
Seller Deferred Shares	2.9(a)(iii)
Seller Trigger Event	2.9(a)(iv)
Sponsor	Recitals
Sponsor Deferred Shares	2.9(a)(v)
Sponsor High Trigger Deferred Shares	2.9(a)(vi)
Sponsor High Trigger Event	2.9(a)(viii)
Sponsor Low Trigger Deferred Shares	2.9(a)(vii)
Sponsor Low Trigger Event	2.9(a)(ix)

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Sponsor Private Placement Warrants	6.24
Sponsor Support Agreement	Recitals
Subscribers	6.26
Subscription Agreements	6.26
Transfer	2.9(g)
Trigger Event	2.9(a)(x)
Waiver Agreement	Recitals
Warrant Agreement	6.24
Warrant Amendments	6.24
Warrant Holder Support Agreement	5.21”

3. Amendments to Article II of the Agreement.

(a) Amendment to Section 2.1 of the Agreement. The last sentence of Section 2.1 of the Agreement is hereby amended and restated in its entirety by replacing it with the following:

“In addition and notwithstanding the foregoing sentence, the Purchaser shall (i) pay to the Seller the Earnout Payment and (ii) issue to the Seller the Seller Deferred Shares, in each case, as additional consideration for the Purchased Shares and in accordance with the terms and subject to the conditions of this Agreement.”

(b) Addition of new Section 2.9 to the Agreement. Article II of the Agreement is hereby amended by inserting the following new Section 2.9 after Section 2.8:

“2.9 Deferred Shares.

(a) As used in this Agreement, the following terms have the respective meanings set forth below:

(i) “Change in Control” means a transaction with a Person or group of Persons acting in concert, pursuant to which such Person or Persons acquire, directly or indirectly, in any single transaction or series of related transactions, more than 50% of the total voting power or economic rights of the equity securities of Purchaser (excluding, for the avoidance of doubt, any Deferred Shares to be issued or to become vested in connection with such transaction(s) pursuant to Section 2.9 in connection with such Change in Control, as applicable) (whether by merger, consolidation, sale, exchange, issuance, transfer or redemption of equity securities or otherwise). For purposes of a Change in Control, the “price per share” of Purchaser Common Shares means (a) the amount of cash proceeds and (b) the value of any non-cash consideration that a holder of one Purchaser Common Share would be entitled to receive or receives, directly or indirectly, in such transaction ((x) assuming that any earn-out or similar payments, escrows, holdbacks and similar items are included as part of the consideration received as of the closing of such transaction and (y) calculated as if the equity securities, directly or indirectly, acquired in such transaction are all of the equity securities then outstanding). For purposes of clause (b) of the immediately preceding sentence, the value of any non-cash consideration shall be (i) if the underlying transaction agreement sets forth a value thereof as agreed between the parties thereto, such value set forth in such transaction agreement, (ii) if any such non-cash consideration is an equity security for which a public market exists, the weighted average of the prices of such equity security quoted on the primary securities exchange on which such equity security is listed for the 10 trading day period ending immediately prior to the date of the determination of value or (iii) in any other case, the value reasonably determined in good faith by the Purchaser Board.

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(ii) “Purchaser Common Share 30-Day VWAP” means, on any date after the Closing, the volume weighted average trading price per Purchaser Common Share for the thirty consecutive trading days ending on such determination date (calculated as a single period) on the NYSE (or such other national securities exchange that is the principal U.S. trading market for Purchaser Common Shares).

(iii) “Seller Deferred Shares” shall mean 3,000,000 Purchaser Common Shares (which, upon issuance, shall be fully paid and non-assessable and free and clear of any Liens (other than Liens arising under applicable securities Laws or Liens granted by the applicable holder)) that shall be issued by Purchaser to Seller (or its Permitted Transferee) as provided in this Section 2.9.

(iv) “Seller Trigger Event” means any of the following: (A) the first day on which the Purchaser Common Share 30-Day VWAP is equal to or greater than $20.00 (such share price as adjusted pursuant to this Section 2.9, the “Seller Price Target”); (B) in the case of a Change in Control, if the price per Purchaser Common Share paid or payable in connection with such Change in Control is equal to or greater than the Seller Price Target; or (C) the 10 year anniversary of the Closing.

(v) “Sponsor Deferred Shares” shall mean the Sponsor Low Trigger Deferred Shares and the Sponsor High Trigger Deferred Shares.

(vi) “Sponsor High Trigger Deferred Shares” shall mean 1,000,000 Purchaser Common Shares (which, upon issuance, shall be fully paid and non-assessable and free and clear of any Liens (other than Liens arising under applicable securities Laws or Liens granted by the applicable holder)) that shall be issued by Purchaser to Sponsor (or its Permitted Transferee) as provided in this Section 2.9.

(vii) “Sponsor Low Trigger Deferred Shares” shall mean 1,000,000 Purchaser Common Shares (which, upon issuance, shall be fully paid and non-assessable and free and clear of any Liens (other than Liens arising under applicable securities Laws or Liens granted by the applicable holder)) that shall be issued by Purchaser to Sponsor (or its Permitted Transferee) as provided in this Section 2.9.

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(viii) “Sponsor High Trigger Event” means any of the following: (A) the first day on which the Purchaser Common Share 30-Day VWAP is equal to or greater than $20.00 (such share price as adjusted pursuant to this Section 2.9, the “Sponsor High Price Target”); or (B) in the case of a Change in Control, if the price per Purchaser Common Share paid or payable in connection with such Change in Control is equal to or greater than the Sponsor High Price Target.

(ix) “Sponsor Low Trigger Event” means any of the following: (A) the first day on which the Purchaser Common Share 30-Day VWAP is equal to or greater than $15.00 (such share price as adjusted pursuant to this Section 2.9, the “Sponsor Low Price Target,” and collectively with the Seller Price Target and the Sponsor High Price Target, the “Price Targets” and each a “Price Target”); or (B) in the case of a Change in Control, if the price per Purchaser Common Share paid or payable in connection with such Change in Control is equal to or greater than the Sponsor Low Price Target.

(x) “Trigger Event” shall mean the Seller Trigger Event, the Sponsor High Trigger Event and the Sponsor Low Trigger Event.

(b) Promptly (but in any event within five (5) Business Days) after the occurrence of:

(i) a Seller Trigger Event, Purchaser shall issue the Seller Deferred Shares to Seller (or its Permitted Transferees);

(ii) a Sponsor Low Trigger Event, Purchaser shall issue the Sponsor Low Trigger Deferred Shares to Sponsor (or its Permitted Transferees); or

(iii) a Sponsor High Trigger Event, Purchaser shall issue the Sponsor High Trigger Deferred Shares to Sponsor (or its Permitted Transferees).

Except as adjusted from time to time pursuant to the terms of this Section 2.9, Purchaser may issue a maximum of, and shall not issue more than, 3,000,000 Purchaser Common Shares to Seller (in addition to the Closing Payment Shares) and not more than 2,000,000 Purchaser Common Shares to Sponsor under this Section 2.9(b). The Sponsor Deferred Shares and the Seller Deferred Shares (collectively, the “Deferred Shares”) are intended to be treated as equity for accounting purposes.

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(c) Notwithstanding anything to the contrary, upon the occurrence of a Change in Control that is (i) a Seller Trigger Event, Purchaser shall issue the Seller Deferred Shares to Seller (or its Permitted Transferee), no later than immediately prior to the consummation of such Change in Control (for the avoidance of doubt, if the price per Purchaser Common Share paid or payable in connection with such Change in Control is less than the Seller Price Target, then no Seller Deferred Shares shall be issued pursuant to this Section 2.9 from and after the occurrence of or otherwise in connection with such Change in Control, and all rights to receive such Seller Deferred Shares shall automatically, without any further action of any person, terminate and be forfeited for no consideration); (ii) a Sponsor Low Trigger Event, Purchaser shall issue the Sponsor Low Trigger Deferred Shares to Sponsor (or its Permitted Transferee), no later than immediately prior to the consummation of such Change in Control (for the avoidance of doubt, if the price per Purchaser Common Share paid or payable in connection with such Change in Control is less than the Sponsor Low Price Target, then no Sponsor Low Trigger Deferred Shares shall be issued pursuant to this Section 2.9 from and after the occurrence of or otherwise in connection with such Change in Control, and all rights to receive such Sponsor Low Trigger Deferred Shares shall automatically, without any further action of any person, terminate and be forfeited for no consideration); or (iii) a Sponsor High Trigger Event, Purchaser shall issue the Sponsor High Trigger Deferred Shares to Sponsor (or its Permitted Transferee), no later than immediately prior to the consummation of such Change in Control (for the avoidance of doubt, if the price per Purchaser Common Share paid or payable in connection with such Change in Control is less than the Sponsor High Price Target, then no Sponsor High Trigger Deferred Shares shall be issued pursuant to this Section 2.9 from and after the occurrence of or otherwise in connection with such Change in Control, and all rights to receive such Sponsor High Trigger Deferred Shares shall automatically, without any further action of any person, terminate and be forfeited for no consideration).

(d) The Deferred Shares and/or the Price Targets, as applicable, shall be adjusted appropriately and in good faith by the Purchaser Board to reflect the effect of any stock split, reverse stock split, cash or stock dividend (including any dividend or other distribution of securities convertible into Purchaser Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Purchaser Common Shares or Purchaser Warrants from time to time for so long as any Deferred Shares may be issued pursuant to this Section 2.9 so as to provide the holders of Deferred Shares with the same economic effect as contemplated by this Section 2.9 and the other applicable provisions of this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the applicable Deferred Shares and the applicable Price Target(s), as applicable, provided, that, no adjustment shall be made to the Deferred Shares or the Price Targets in respect of the changes made to the Purchaser Warrants in connection with the Warrant Amendments and the transactions contemplated thereby.

(e) If Purchaser, at any time prior to any Trigger Event or forfeiture pursuant to Section 2.9(c), shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Purchaser Common Shares on account of such Purchaser Common Shares (or other shares of Purchaser’s capital stock into which the Deferred Shares are convertible), other than as described in Section 2.9(d) (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the applicable Price Target(s) shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Purchaser Board, in good faith) of any securities or other assets paid on each Purchaser Common Share in respect of such Extraordinary Dividend.

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(f) Purchaser shall take all necessary actions and use commercially reasonable efforts to remain listed as a public company on, and for the applicable Deferred Shares, once issued, to be tradable over, the NYSE; provided, however, the foregoing shall not limit Purchaser from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control, other than as set forth in Section 2.9(c) above, Purchaser shall have no further obligations pursuant to this Section 2.9(f).

(g) For purposes of this Section 2.9, each of Sponsor and Seller, collectively, together with any Person who hereafter becomes a party to an agreement to be bound by this Section 2.9 as provided in this Section 2.9, is referred to as a “Deferred Share Holder”. Each Deferred Share Holder hereby agrees not to, during the period commencing from the date of this Agreement and through the date of the applicable Trigger Event: (x) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any applicable Deferred Shares (or the right to receive any applicable Deferred Shares), (y) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the applicable Deferred Shares, or (z) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (x), (y) or (z) above is to be settled by delivery of Deferred Shares or other securities, in cash or otherwise (any of the foregoing described in clauses (z), (y) or (z), a “Transfer”). The foregoing sentence shall not apply:

(i) to the Transfer of, or the right to receive, any or all of the Deferred Shares by a Deferred Share Holder by a bona fide gift or charitable contribution;

(ii) to the Transfer of, or the right to receive, any or all of the Deferred Shares by a Deferred Share Holder by will or intestate succession upon the death of such Holder;

(iii) to the Transfer of, or the right to receive, any or all of the Deferred Shares by a Deferred Share Holder to any Permitted Transferee; or

(iv) to the Transfer of, or the right to receive, any or all of the Deferred Shares by a Deferred Share Holder pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union.

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provided, however, that in any of the foregoing cases (i), (ii), (iii) or (iv), (A) it shall be a condition to such Transfer that the transferee execute and deliver to Purchaser an agreement stating the Deferred Shares (or right to receive such Deferred Shares) that are the subject of such Transfer and that the transferee is receiving and holding such Deferred Shares (or right to receive such Deferred Shares) subject to the provisions of this Section 2.9 applicable to such Deferred Share Holder, and there shall be no further transfer of such Deferred Shares (or right to receive such Deferred Shares) prior to an applicable Trigger Event except in accordance with this Section 2.9, (B) any such Transfer shall not violate any applicable federal or state securities laws, and (C) any such Transfer shall not violate any provision of the Amended and Restated Charter and the Amended and Restated Bylaws; provided further, that in any of the foregoing cases (i) or (ii) such transfer or distribution shall not involve a disposition for value (except to the extent that such transfer or distribution for value is required for tax or other similar purposes in connection with a transfer or distribution to an Affiliate). As used in this Section 2.6, the term “Permitted Transferee” shall mean:

(i) the members of a Deferred Share Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings);

(ii) any trust for the direct or indirect benefit of a Deferred Share Holder or the immediate family of a Deferred Share Holder;

(iii) if a Deferred Share Holder is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust;

(iv) as a distribution to the direct or indirect: general partners, limited partners, shareholders, members of, or owners of similar equity interests in a Deferred Share Holder;

(v) any Affiliate of a Deferred Share Holder; or

(vi) after the end of the lock-up period as set forth in Section 5.1 of the Investor Rights Agreement), any other Person.

Each Deferred Share Holder further agrees to execute such agreements that are reasonably necessary to give effect to this Section 2.9(g).

If any Transfer is made contrary to the provisions of this Agreement, such purported Transfer shall be null and void ab initio, and Purchaser shall refuse to recognize any such purported transferee of the Deferred Shares (or right to receive the Deferred Shares) as a holder thereof for any purpose.

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(h) Purchaser agrees that the Deferred Shares, when issued in accordance with the terms hereof, will be duly authorized and validly issued, fully paid and nonassessable, will not be issued in violation of any preemptive or similar rights and will be free and clear of any Liens (other than Liens arising under applicable securities Laws or the Amended and Restated Charter, Amended and Restated Bylaws, or Liens granted, or that result from any action, or the failure to take any action, by the Person to whom such Deferred Shares are issued pursuant to this Agreement). At all times prior to the issuance or forfeiture of the Deferred Shares pursuant to this Section 2.9, Purchaser shall keep available for issuance a sufficient number of authorized and unissued Purchaser Common Shares to permit Purchaser to satisfy its issuance obligations set forth in this Section 2.9, shall take all actions required to increase the authorized number of Purchaser Common Shares if at any time there shall be insufficient unissued Purchaser Common Shares to permit such reservation and shall not enter into any contract or agreement that is in conflict with or would cause Purchaser to violate its obligations under this sentence. Each Deferred Share Holder that is not party to this Agreement is an intended third party beneficiary of this Section 2.9.”

4. Amendments to Article V of the Agreement.

(a) Amendment to Section 5.6 of the Agreement. Section 5.6 of the Agreement is hereby amended and restated in its entirety by replacing it with the following:

“5.6 Issuance of Shares.

(a) If the Purchaser enters into any Subscription Agreements or other agreements in connection with a PIPE Financing, then as of the Closing Date: (i) such Subscription Agreements and other agreements shall be a legal, valid and binding obligation of Purchaser, and, to the knowledge of Purchaser, the other parties thereto; (ii) such Subscription Agreements and other agreements shall be in full force and effect, and none of them shall have been withdrawn, rescinded or terminated or otherwise amended or modified in any respect; (iii) the Purchaser shall not be in breach of any of the terms or conditions set forth in any of the Subscription Agreements or such other agreements, and no event shall have occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein; (iv) no Subscriber or other party thereto shall have notified Purchaser of its intention to terminate all or any portion of any of the Subscription Agreements and/or such other agreements; and (v) any Purchaser Class A Common Shares or other securities of the Purchaser issued pursuant to and in accordance with the Subscription Agreements and/or such other agreements will be duly authorized and validly issued, and will be fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Delaware Law, the Purchaser’s organizational documents or any contract to which the Purchaser is a party or by which the Purchaser is bound.

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(b) The Closing Payment Shares, when issued in accordance with this Agreement, will be duly authorized and validly issued, and will be fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Delaware Law, the Purchaser’s organizational documents or any contract to which the Purchaser is a party or by which the Purchaser is bound.”

(b) Amendment to Section 5.9(b) of the Agreement. Section 5.9(b) of the Agreement is hereby amended and restated in its entirety by replacing it with the following:

“(b) The Trust Agreement is valid and in full force and effect and is enforceable in accordance with its terms. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between the Purchaser and the Trustee that would cause the description of the Trust Agreement in the Purchaser SEC Reports to be inaccurate in any material respect or (ii) that would entitle any Person (other than Purchaser Common Stockholders who shall have elected to redeem their Purchaser Common Shares pursuant to the Purchaser’s organizational documents) to any portion of the proceeds in the Trust Account. The Purchaser has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modified, and no such amendment or modification is contemplated by the Purchaser. As of the Original Agreement Date, no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of the Purchaser or the Trustee. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account or (B) to redeem Purchaser Common Shares in accordance with the provisions of the Purchaser’s organizational documents. There are no Actions pending or threatened in writing with respect to the Trust Account.”

(c) Addition of new Section 5.21 to the Agreement. Article V of the Agreement is hereby amended by inserting the following new Section 5.21 after Section 5.20:

“5.21 Warrant Holder Support Agreements. As of March 13, 2020, the Purchaser has entered into agreements with holders of 65.9% of the outstanding Public Warrants to vote in favor of the Warrant Amendments (each such agreement, a “Warrant Holder Support Agreement”). Each Warrant Holder Support Agreement (i) has been made available to Seller, and (ii) is valid and in full force and effect and is enforceable in accordance with its terms.”

5. Amendments to Article VI of the Agreement.

(a) Amendment to Section 6.1(b)(iii) of the Agreement. Section 6.1(b)(iii) of the Agreement is hereby amended by inserting the following immediately following “such securities”:

“, provided, that, notwithstanding anything herein to the contrary, (A) the Purchaser may, if legally permissible, amend the terms of the Purchaser Warrants and issue Purchaser Common Shares to the holders of such warrants in respect of the exchange thereof on the Closing Date, in each case, on the terms and conditions set forth in the Warrant Amendments, and (B) if the Purchaser consummates a PIPE Financing, the Purchaser shall, simultaneously with the Closing and pursuant to the Subscription Agreements, issue to the Subscribers the Purchaser Class A Common Shares or other securities required to be issued to the Subscribers, on the terms and conditions set forth in the Subscription Agreements;”.

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(b) Amendment to Section 6.1(b)(iv) of the Agreement. Section 6.1(b)(iv) of the Agreement is hereby amended by inserting the following immediately following “its securities”:

“, provided, that, notwithstanding anything herein to the contrary, (A) the Purchaser may, if legally permissible, amend the terms of the Purchaser Warrants and issue Purchaser Common Shares to the holders of such warrants in respect of the exchange thereof on the Closing Date, in each case, on the terms and conditions set forth in the Warrant Amendments, and (B) the Purchaser may acquire securities in connection with a PIPE Financing, if such acquisition is agreed to by the Seller in its sole discretion;”.

(c) Amendment to Section 6.1(b)(v) of the Agreement. Section 6.1(b)(v) of the Agreement is hereby amended by inserting the following immediately following “in the aggregate”:

“, provided, that, notwithstanding anything herein to the contrary, the Purchaser may, if legally permissible, amend the terms of the Purchaser Warrants and make a payment in cash to the holders of such warrants (except in respect of the Sponsor Private Placement Warrants) in respect of the exchange thereof on the Closing Date, in each case, on the terms and conditions set forth in the Warrant Amendments;”.

(d) Amendment to Section 6.4 of the Agreement. Section 6.4 of the Agreement is hereby amended by deleting the next to last sentence thereof in its entirety.

(e) Amendment to Section 6.8 of the Agreement. Section 6.8 of the Agreement is hereby amended and restated in its entirety by replacing it with the following:

“6.8 Sponsor Support Agreement Transactions. Pursuant to the Sponsor Support Agreement, the Sponsor shall be automatically deemed to have irrevocably assigned and transferred to Purchaser, in consideration for the Sponsor Deferred Shares, the Purchaser Common Shares at the times and in the amounts specified in the Sponsor Support Agreement.”

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(f) Amendment to Section 6.24 of the Agreement. Section 6.24 of the Agreement is hereby amended and restated in its entirety by replacing it with the following:

“6.24 Warrant Amendment. Purchaser shall use its commercially reasonable best efforts to obtain the vote or consent of the holders of at least 65% of the outstanding Purchaser Warrants that were initially issued to investors in the IPO (the “Purchaser Public Warrants”) to (a) amend that certain Warrant Agreement between Purchaser and Continental Stock Transfer & Trust Company, dated as of November 16, 2017 (as amended from time to time, the “Warrant Agreement”), to provide, among other things, that each outstanding Purchaser Public Warrant shall no longer be exercisable to purchase one-half share of a Purchaser Common Share for $5.75 per half-share (subject to adjustment as provided in the Warrant Agreement) and instead shall be converted solely into the right to receive (i) if, at the Closing, the aggregate gross Cash in the Trust Fund and the proceeds received by Purchaser under the Subscription Agreements equals at least $225,000,000, $1.00 in cash or (ii) if, at the Closing, the aggregate gross Cash in the Trust Fund and the proceeds received by Purchaser under the Subscription Agreements is less than $225,000,000, $0.50 in cash (one-half of which shall be paid on or before the Closing) and 0.55 of a Purchaser Common Share (the “Public Warrant Amendment”), and (b) to amend the Warrant Agreement to provide, among other things, that each outstanding Purchaser Warrant issued pursuant to that certain Warrants Purchase Agreement between Purchaser and Sponsor (the “Purchaser Private Placement Warrants”) shall no longer be exercisable to purchase one-half share of a Purchaser Common Share for $5.75 per half-share (subject to adjustment as provided in the Warrant Agreement) and instead shall be converted solely into the right to receive (i) if, at the Closing, the aggregate gross Cash in the Trust Fund and the proceeds received by Purchaser under the Subscription Agreements equals at least $225,000,000, $1.00 in cash or (ii) if, at the Closing, the aggregate gross Cash in the Trust Fund and the proceeds received by Purchaser under the Subscription Agreements is less than $225,000,000, $0.50 in cash (one-half of which shall be paid on or before the Closing) and 0.55 of a Purchaser Common Share (the “Private Warrant Amendment” and together with the Public Warrant Amendment, the “Warrant Amendments”). Purchaser shall enter into the Support Agreement which shall provide that notwithstanding the Warrant Amendments, 14,587,770 Purchaser Private Placement Warrants held by the Sponsor (the “Sponsor Private Placement Warrants”) shall waive any and all rights to receive cash consideration in exchange for such Sponsor Private Placement Warrants under the Private Warrant Amendment and shall instead solely receive 0.11 Purchaser Common Shares per Sponsor Private Placement Warrant. Purchaser shall offer the beneficial holders of the remainder of the outstanding Purchaser Private Placement Warrants (2,912,230) the option to exchange such Purchaser Private Placement Warrants for 0.11 Purchaser Common Shares per Purchaser Private Placement Warrant in lieu of the consideration set forth in the Private Warrant Amendment. In connection with the Warrant Amendments, the Purchaser shall, as promptly as practicable after the date of the First Amendment to this Agreement, use its commercially reasonable efforts to prepare and cause to be filed with the SEC a proxy statement in preliminary form seeking the approval of the holders of the Purchaser Public Warrants of the Warrant Amendments contemplated hereby, in accordance with and as required by the Purchaser’s organizational documents, the Warrant Agreement, applicable Law and any applicable rules and regulations of the SEC and the New York Stock Exchange and have such proxy statement declared effective by the SEC and mail such proxy statement to all holders of the Purchaser Public Warrants as soon as possible thereafter in order to hold a special meeting of the holders of the Purchaser Public Warrants to approve the Warrant Amendments as soon as possible thereafter. Subject to the express provisions of this Section 6.24, the covenants in Sections 6.5(b) and 6.5(c) of this Agreement shall apply mutatis mutandis to this Section 6.24.”

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(g) Addition of new Section 6.26 to the Agreement. Article VI of the Agreement is hereby amended by inserting the following new Section 6.26 after Section 6.25:

“6.26 PIPE Financing. The Purchaser may pursue a private financing pursuant to which (a) new investors would purchase Purchaser Class A Common Shares or other securities of the Purchaser and/or (b) current investors would retain any Purchaser Class A Common Shares already owned by them and/or acquire additional Purchaser Class A Common Shares in the market or in privately negotiated transactions (such new and current investors, the “Subscribers”); provided, that such financing shall otherwise be on terms acceptable to the Seller in its sole discretion (a “PIPE Financing”). Any subscription agreements with the Subscribers to effect the PIPE Financing shall be on terms reasonably acceptable to the Seller in its sole discretion (the “Subscription Agreements”).

6. Amendments to Article VII of the Agreement.

(a) Amendment to Section 7.2(i) of the Agreement. Section 7.2(i) of the Agreement is hereby amended and restated in its entirety by replacing it with the following:

“[Intentionally Omitted]”.

7. Amendment to Section 8.5 of the Agreement. Section 8.5 of the Agreement is hereby amended by inserting the following new subsection (e) after subsection (d):

“(e) Purchaser hereby agrees that in connection with the Special Tax Indemnity, Seller will assert itself as the primary obligor in respect of such indemnified PRC Tax obligations in all dealings with any relevant PRC Tax Authority (including any action to adjust or collect such assumed Tax liabilities).”

8. Amendment to Section 10.1(f) of the Agreement. Section 10.1(f) of the Agreement is hereby amended and restated in its entirety by replacing it with the following:

“(f) by either the Purchaser or the Seller, at any time prior to the Closing, if the transactions contemplated herein are not consummated by May 20, 2020.”

9. Amendment to Table of Contents of the Agreement. The Table of Contents to the Agreement shall automatically, without any further action of any party, be deemed amended to reflect conforming changes to the amendments to the Agreement provided for in this Amendment, including, without limitation, by (i) adding a reference to “Section 2.9 – Deferred Shares” on page -i- immediately after the reference to Section 2.8, (ii) deleting “Effect of Purchaser Stockholder Redemptions” on page -iii- and replacing it with “Sponsor Support Agreement Transactions”, (iii) deleting “Blue Impact Warrant Tender Offer” on page -iii- and replacing it with “Warrant Amendment”; (iv) deleting “Form of Redemption Side Letter” in the list of Exhibits and replacing it with “Form of Sponsor Support Agreement”, (v) adding “J –Waiver Agreement” in the list of Exhibits, and (vii) adding “K – Registration Rights Waiver Agreement” in the list of Exhibits.

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10. Amendments to Exhibits to the Agreement.

(a) Amendment to Exhibit B to the Agreement. Exhibit B to the Agreement is hereby amended and restated in its entirety to be in the form attached hereto as Exhibit A.

(b) New Exhibits. A new Exhibit J to the Agreement in the form attached hereto as Exhibit B-1 is hereby added to the Agreement, and a new Exhibit K to the Agreement in the form attached hereto as Exhibit B-2 is hereby added to the Agreement.

11. Amendments to Schedules and Annexes of the Agreement.

(a) Amendment to Schedule 5.5 of the Agreement. Schedule 5.5 to the Agreement is hereby amended and restated in its entirety to be in the form attached hereto as Exhibit C-1.

(b) Amendment to Schedule 6.1(b) of the Agreement. Schedule 6.1(b) to the Agreement is hereby amended and restated in its entirety to be in the form attached hereto as Exhibit C-2.

(c) Amendment to Annex A of the Agreement. Annex A of the Agreement is hereby amended and restated in its entirety to be in the form attached hereto as Exhibit D.

12. Effect on Agreement. Other than as specifically set forth herein, all other terms and provisions of the Agreement shall remain unaffected by the terms of this Amendment, and shall continue in full force and effect in accordance with their respective terms. Each reference in the Agreement to “this Agreement” shall mean the Agreement as amended by this Amendment, and as hereinafter amended or restated.

13. Counterparts. This Amendment may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

14. Successors and Assigns. This Amendment shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns.

15. Amendment. This Amendment may not be amended or modified except by an instrument in writing signed by, or on behalf of, all of the parties hereto.

16. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.

17. Entire Agreement. This Amendment, the Agreement and the Additional Agreements constitute the entire agreement among the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

18. Effectiveness of this Amendment. Notwithstanding anything to the contrary contained herein, (a) this Amendment shall only become (and shall automatically become) effective and binding on the parties hereto upon the requisite approval of this Amendment by the board of directors of BlueFocus Intelligent Communications Group Co. Ltd., the indirect parent of Seller (such approval, the “BlueFocus Approval”), and (b) this Amendment shall automatically terminate and shall be deemed void ab initio and no party to this Amendment shall have any rights or obligations whatsoever under this Amendment upon any termination of the Agreement in accordance with its terms prior to the BlueFocus Approval. The Seller shall notify the Purchaser as promptly as practicable after the occurrence of the BlueFocus Approval thereby confirming the effectiveness of the Amendment.

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first written above.

PURCHASER:
LEGACY ACQUISITION CORP.
By:	/s/ Edwin J. Rigaud
Name:	Edwin J. Rigaud
Title:	Chairman and Chief Executive Officer
SELLER:
BLUE VALOR LIMITED
By:	/s/ He Shen
Name:	He Shen
Title:	Authorized Signatory

Exhibit A

EXHIBIT B

FORM OF SPONSOR SUPPORT AGREEMENT

Exhibit B-1

EXHIBIT J

FORM OF WAIVER AGREEMENT

Exhibit B-2

EXHIBIT K

FORM OF REGISTRATION RIGHTS WAIVER AGREEMENT

EX-10.1

Exhibit 10.1

SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of March 13, 2020, is made and entered into by and among Legacy Acquisition Sponsor I LLC, a Delaware limited liability company (together with its successors, the “Sponsor”), Legacy Acquisition Corp., a Delaware corporation (“Legacy”), and Blue Valor Limited, a company incorporated in Hong Kong (“Blue Valor”). Sponsor, Legacy and Blue Valor shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Share Exchange Agreement (as defined below).

WHEREAS, Legacy and Blue Valor entered into that certain Amended and Restated Share Exchange Agreement, dated as of December 2, 2019 (the “Amended and Restated Share Exchange Agreement”), as amended by that certain First Amendment to the Amended and Restated Share Exchange Agreement, dated as of the date hereof (the “Amendment,” and the Amended and Restated Share Exchange Agreement as amended by the Amendment is referred to herein as the “Share Exchange Agreement”); and

WHEREAS, the Share Exchange Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Amendment, whereby Sponsor shall assign and transfer certain of its equity interests in Legacy to Legacy and agree to certain covenants and agreements related to the transactions contemplated by the Share Exchange Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Representations and Warranties. The Sponsor represents and warrants to Legacy and Blue Valor that the following statements are true and correct:

(a) The Sponsor has the requisite limited liability company or other similar power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of the Sponsor. This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a valid, legal and binding agreement of the Sponsor, enforceable against the Sponsor in accordance with its terms.

(b) The Sponsor is the record owner of all of the outstanding shares of Legacy’s Class F Common Stock (the “Sponsor Shares”) and 17,500,000 warrants to purchase shares of Legacy’s Class A Common Stock at a price of $11.50 per share (the “Sponsor Warrants”) as of the date hereof, which constitutes all of the equity securities in Legacy held by Sponsor as of the date hereof. Immediately prior to the Closing, all of the Equity Reduction Shares (as defined herein) will be owned of record by the Sponsor, and all other Sponsor Shares and Sponsor Warrants will be owned of record by Sponsor or its direct or indirect equityholders, which Equity Reduction Shares, such other Sponsor Shares and Sponsor Warrants owned of record by the Sponsor and any other equity securities of Legacy acquired by the Sponsor in accordance with Section 3(c) hereof will constitute all of the equity securities in Legacy held by Sponsor as of immediately prior to the Closing. The Sponsor has, or will have as of the date hereof and immediately prior to giving effect to the transactions occurring on the Closing Date, as applicable, valid, good and marketable title to the Equity Reduction Shares, free and clear of all Liens (other than Liens pursuant to this Agreement or any other Additional Agreements and transfer restrictions under applicable Law or under the certificate of incorporation or bylaws of Legacy). Except for this Agreement, the Sponsor is not party to any option, warrant, purchase right, or other contract or commitment that could require the Sponsor to sell, transfer, or otherwise dispose of the Equity Reduction Shares. Except as disclosed in the Purchaser SEC Documents at least one day prior to the date hereof or as provided in this Agreement, the Share Exchange Agreement, or the Additional Agreements, the Sponsor is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of the Sponsor Shares or the Sponsor Warrants. Neither the Sponsor, nor any transferees of any equity securities of Legacy initially held by the Sponsor, has asserted or perfected any rights to adjustment or other anti-dilution protections with respect to any equity securities of Legacy (including the Sponsor Shares and the Sponsor Warrants) (whether in connection with the transactions contemplated by the Share Exchange Agreement or otherwise).

(c) The execution, delivery and performance by it of this Agreement and the consummation by the Sponsor of the transactions contemplated hereby do not: (i) conflict with or result in any breach of any provision of the certificate of formation or limited liability company agreement of the Sponsor, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Sponsor is a party or by which its properties or assets may be bound, (iii) violate any Order or Law of any governmental Authority applicable to the Sponsor or its Subsidiaries, or any of their respective properties or assets (including the Sponsor Shares and the Sponsor Warrants), as applicable, or (iv) result in the creation of any Lien (other than Liens pursuant to this Agreement or any other Additional Agreements to which it is subject or bound and transfer restrictions under applicable Law or under the certificate of incorporation or bylaws of Legacy) upon its assets (including the Sponsor Shares and the Sponsor Warrants), except in the case of clauses (ii), (iii) and (iv) above, for violations which would not reasonably be expected to materially impact, impair or delay or prevent the ability of the Sponsor to consummate the transactions contemplated by this Agreement or have a material adverse effect on the ability of the Sponsor to perform its obligations hereunder.

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2. Sponsor Equity Reduction. The Sponsor hereby agrees that, immediately prior to the Closing, the Sponsor shall automatically be deemed to irrevocably assign and transfer to Legacy, as partial consideration for the Sponsor Deferred Shares, 3,500,000 shares of Class F Common Stock of Legacy (such shares, the “Equity Reduction Shares”) and that from and after such time, such Equity Reduction Shares shall be cancelled and no longer outstanding. The Sponsor hereby acknowledges and agrees (on behalf of itself and any transferee of Sponsor Shares) that pursuant to the Closing, the remaining Sponsor Shares shall be converted into, in the aggregate, 4,000,000 shares of Legacy Common Stock, unless otherwise agreed by the Parties. The Sponsor further acknowledges and agrees that the terms and conditions of the Sponsor Deferred Shares (including the restrictions on transfer of any such Sponsor Deferred Shares provided therein) are governed by Section 2.9 of the Share Exchange Agreement and the Sponsor acknowledges and agrees to be bound by such terms and conditions.

3. Covenants.

(a) Subject to the terms and conditions of this Agreement, the Sponsor hereby unconditionally and irrevocably agrees to take, or cause to be taken, all actions and to do, or cause to be done, all things, in each case, necessary, proper or advisable to consummate and make effective the transactions contemplated by Section 2 of this Agreement.

(b) From the date hereof until the earlier of the Closing and the termination of the Share Exchange Agreement in accordance with its terms, the Sponsor hereby unconditionally and irrevocably agrees that it shall not, without the prior written consent of Blue Valor, other than the transfer to any of Sponsor’s direct or indirect equityholders of any Sponsor Shares or Sponsor Warrants that are not Equity Reduction Shares, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any equity securities of Legacy or any securities convertible into, or exercisable, or exchangeable for, equity securities of Legacy owned by it, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any equity securities of Legacy or any securities convertible into, or exercisable, or exchangeable for, equity securities of Legacy owned by it, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clauses (i) or (ii).

(c) Prior to the Closing, the Sponsor may not acquire any equity securities in Legacy without the prior written consent of Blue Valor.

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(d) Notwithstanding the terms of the Private Warrant Amendment and the consideration contemplated thereby, the Sponsor hereby unconditionally and irrevocably agrees, and agrees to take all commercially reasonable further action necessary to reflect, that (i) a minimum of 14,587,770 Purchaser Private Placement Warrants held by the Sponsor shall be exchanged solely for 0.11 Purchaser Common Shares per Sponsor Private Placement Warrant and may not be exchanged for cash, (ii) such Sponsor Private Placement Warrants shall have no powers (including voting powers), designations, preferences or rights except for the right to receive 0.11 Purchaser Common Shares per Sponsor Private Placement Warrant, and (iii) up to 2,912,230 Purchaser Private Placement Warrants that are currently allocated to and beneficially owned by certain institutional investors of the Sponsor (the “Allocated Warrants”) may, at the election of such institutional investors, be exchanged for (x) if, at the Closing, the aggregate gross Cash in the Trust Fund and the proceeds received by Purchaser under the Subscription Agreements equals at least $225,000,000, $1.00 in cash or (y) if, at the Closing, the aggregate gross Cash in the Trust Fund and the proceeds received by Purchaser under the Subscription Agreements is less than $225,000,000 million, $0.50 in cash (one-half of which shall be paid on or before the Closing) and 0.55 of a Purchaser Common Share. Notwithstanding the foregoing, if any of the Allocated Warrants ceases to be beneficially owned by such institutional investors of the Sponsor and become beneficially owned by the Sponsor (the “Reverted Warrants”), such Reverted Warrants shall treated in accordance with Sections 3(d)(i) and 3(d)(ii).

4. Termination. This Agreement shall terminate, and have no further force and effect, if the Share Exchange Agreement is terminated in accordance with its terms prior to the Closing.

5. Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

6. Successors and Assigns. This Agreement shall be binding upon and inure solely to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other Parties hereto. Any attempted assignment of this Agreement not in accordance with the terms of this Section 6 shall be void.

7. Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, all of the Parties hereto.

8. Governing Law. This Agreement shall be governed by the internal law of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York.

9. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the Parties intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

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10. Notices. Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, by 4:00PM on a Business Day, addressee’s day and time, on the date of delivery, and otherwise on the first Business Day after such delivery; (b) if by email, on the date that transmission is confirmed electronically, if by 4:00PM on a Business Day, addressee’s day and time, and otherwise on the first Business Day after the date of such confirmation; or (c) five (5) days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective Parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a Party shall specify to the others in accordance with these notice provisions:

If to Legacy prior to the Closing:

Address: 1308 Race Street Suite 200 Cincinnati, Ohio 45202

Attention: Darryl McCall

Telephone: +1 (505) 820-0412

Email: darrylmccall@legacyacquisition.com

with a copy to:

DLA Piper

Address: 1201 West Peachtree Street, Suite 2800, Atlanta, Georgia 30309-3450

Attention: Gerry Williams

Telephone: 1 (404) 736-7891

Email: Gerry.Williams@us.dlapiper.com

If to the Sponsor:

Address: 1308 Race Street, Suite 200, Cincinnati, Ohio 45202

Attention: Darryl McCall

Telephone: +1 (505) 820-0412

Email: darrylmccall@legacyacquisition.com

with a copy to:

DLA Piper

Address: 1201 West Peachtree Street, Suite 2800, Atlanta, Georgia 30309-3450

Attention: Gerry Williams

Telephone: 1 (404) 736-7891

Email: Gerry.Williams@us.dlapiper.com

If to Blue Valor or, following the Closing, Legacy:

Address: Bldg. C9-C, Universal Creative Park, 9, Jiuxianqiao North Rd.,

Chaoyang District, Beijing 100015, China

Attention: Xin Wang, Finance Department

Telephone: +86(10) 5647 8811

Email: wangxina@bluefocus.com

5

with copies to:

Greenberg Traurig LLP

Address: 200 Park Avenue, New York, New York 10166

Attention: Doron Lipshitz

Telephone: +1 (212) 801-3100

Email: lipshitzd@gtlaw.com

O’Melveny & Myers LLP

Address: Two Embarcadero Center, 27th Floor

San Francisco, California

Attention: Kurt Berney

Telephone: +1 (415) 984-8989

Email: kberney@omm.com

11. Entire Agreement. This Agreement, the Share Exchange Agreement and the Additional Agreements constitute the entire agreement among the Parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

6

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.

LEGACY:
LEGACY ACQUISITION CORP.
By:	/s/ Edwin J. Rigaud
Name:	Edwin J. Rigaud
Title:	Chairman and Chief Executive Officer
SPONSOR:
LEGACY ACQUISITION SPONSOR I LLC
By:	/s/ Edwin J. Rigaud
Name:	Edwin J. Rigaud
Title:	Managing Member
BLUE VALOR:
BLUE VALOR LIMITED
By:	/s/ He Shen
Name:	He Shen
Title:	Authorized Signatory

7

EX-10.2

Exhibit 10.2

WAIVER AGREEMENT

This WAIVER AGREEMENT (this “Agreement”), dated as of March 13, 2020, is made and entered into by and between Legacy Acquisition Sponsor I LLC, a Delaware limited liability company (together with its successors, the “Sponsor”), and Legacy Acquisition Corp., a Delaware corporation (“Legacy”). The Sponsor and Legacy shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Share Exchange Agreement (as defined below).

WHEREAS, Legacy and Blue Valor Limited, a company incorporated in Hong Kong, entered into that certain Amended and Restated Share Exchange Agreement, dated as of December 2, 2019 (the “Amended and Restated Share Exchange Agreement”), as amended by that certain First Amendment to the Amended and Restated Share Exchange Agreement, dated as of the date hereof (the “Amendment,” and the Amended and Restated Share Exchange Agreement as amended by the Amendment is referred to herein as the “Share Exchange Agreement”), pursuant to which, among other things, Legacy and Blue Valor Limited will consummate a business combination on the terms and subject to the conditions set forth therein (the “Transaction”);

WHEREAS, the Share Exchange Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Amendment;

WHEREAS, the Share Exchange Agreement contemplates that Legacy may, in connection with the Transaction, consummate a PIPE Financing and enter into certain Subscription Agreements with the Subscribers, pursuant to which the Subscribers may purchase newly issued common shares or other securities of Legacy from Legacy (the “New Issuance”);

WHEREAS, the Share Exchange Agreement contemplates that Legacy will use its commercially reasonable best efforts to obtain the vote or consent of the holders of at least 65% of the outstanding Purchaser Public Warrants to the Warrant Amendments;

WHEREAS, (i) Section 4.3(b)(i) of Legacy’s Existing Charter provides that each share Class F Common Stock shall automatically convert into one share of Class A Common Stock of Legacy (such ratio, the “Initial Conversion Ratio”) upon the closing of the Business Combination (as defined in the Existing Charter), and (ii) Section 4.3(b)(ii) of the Existing Charter provides that the Initial Conversion Ratio shall be adjusted (the “Adjustment”) in the case that additional shares of Class A Common Stock or any equity or debt securities of Legacy which are convertible into or exchangeable or exercisable for Legacy’s common stock are issued (or deemed issued) in excess of the amounts sold in Legacy’s initial public offering and related to the closing of the initial Business Combination (the “Adjustment Provision”);

WHEREAS, the Transaction constitutes a Business Combination under the Existing Charter and the New Issuance and the Warrant Amendments and the issuances related thereto may result in an Adjustment to the Initial Conversation Ratio pursuant to the Adjustment Provision; and

WHEREAS, in connection with the Transaction, the Parties desire to enter into this Waiver Agreement pursuant to which Sponsor shall irrevocably waive its rights under Section 4.3(b)(ii) of the Existing Charter.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Waiver.

(a) The Sponsor, on behalf of itself and each of its members, hereby irrevocably and unconditionally relinquishes and waives (and consents to such waiver in its capacity as a stockholder of the Legacy) (the “Waiver”) as of the date hereof any and all rights to adjustment or other anti-dilution protections related to the Shares of Class F Common Stock (whether prior, existing or in the future), including the rights under Section 4.3(b)(ii) of the Existing Charter to receive Class A Common Stock in excess of the number issuable at the Initial Conversion Ratio (the “Excess Shares”) upon conversion of the Class F Common Stock held by it in connection with the Transaction as a result of any Adjustment which may be caused by the New Issuance and/or any Warrant Amendment, including any issuances related thereto.

(b) Sponsor acknowledges and agrees that if such Class F Holder receives any Excess Shares as a result of any Adjustment caused by the New Issuance and/or the Warrant Amendments and any issuance related hereto, such issuance of Excess Shares shall be void ab initio.

2. Authorization; Enforcement. Each Party represents to the other Party that such Party has the requisite corporate, limited liability company or other similar power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Party. This Agreement has been duly and validly executed and delivered by each Party and constitutes a valid, legal and binding agreement of such Party, enforceable against such Party in accordance with its terms.

3. Representations and Warranties of the Sponsor. The Sponsor represents and warrants to Legacy that the following statements are true and correct:

(a) The Sponsor currently is, and shall at all times until the Closing remain, the record owner, and to the same extent that it is on the date hereof, the beneficial owner, of all of the outstanding shares of Legacy’s Class F Common Stock, which constitutes all of the shares of capital stock of Legacy held by Sponsor and its Affiliates as of the date hereof. Neither the Sponsor nor any of its members have asserted or perfected any rights to adjustment or other anti-dilution protections, including pursuant to the Adjustment Provision, with respect to any equity securities of Legacy (including the Class F Common Stock) (whether in connection with the transactions contemplated by the Share Exchange Agreement or otherwise). The Sponsor has the power and authority to enter into this Agreement and consent to the Waiver on behalf of and bind all of the beneficial owners of all of the shares of Class F Common Stock.

2

(b) The execution, delivery and performance by it of this Agreement and the consummation by the Sponsor of the transactions contemplated hereby do not: (i) conflict with or result in any breach of any provision of the governing documents of the Sponsor, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Sponsor is a party or by which its properties or assets may be bound, (iii) violate any Order or Law of any governmental Authority applicable to the Sponsor or any of its respective properties or assets, as applicable or (iv) result in the creation of any Lien upon any of the assets (including the Class F Common Stock) of the Sponsor, except in the case of clauses (ii), (iii) and (iv) above, for violations which would not reasonably be expected to materially impact, impair or delay or prevent the ability of the Sponsor to consummate the transactions contemplated by this Agreement or have a material adverse effect on the ability of the Sponsor to perform its obligations hereunder.

4. Termination. This Agreement shall terminate, and have no further force and effect, if the Share Exchange Agreement is terminated in accordance with its terms prior to the Closing.

5. Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

6. Successors and Assigns. This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns. This Agreement shall not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other Party. Any attempted assignment of this Agreement not in accordance with the terms of this Section 6 shall be void. The Sponsor also understands that this Agreement, once executed, is irrevocable and binding, and if the Sponsor transfers, sells or otherwise assigns any Class F Common Stock held by it as of the date of this Agreement, the transferee of such Class F Common Stock shall be bound by the terms of this Agreement as if such transferee were a party hereto. Notwithstanding anything to the contrary herein or in the Share Exchange Agreement or any Additional Agreements, nothing in this Agreement shall permit the Sponsor to transfer any of the Class F Common Stock to any Person in contravention of any of the covenants or agreements herein or in the Share Exchange Agreement or any Additional Agreement (including the Sponsor Support Agreement) or any other restrictions on transfer under the Existing Charter or under applicable securities Laws.

7. Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, all of the Parties.

8. Governing Law. This Agreement shall be governed by the internal law of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York.

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9. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the Parties intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

10. Notices. Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, by 4:00PM on a Business Day, addressee’s day and time, on the date of delivery, and otherwise on the first Business Day after such delivery; (b) if by email, on the date that transmission is confirmed electronically, if by 4:00PM on a Business Day, addressee’s day and time, and otherwise on the first Business Day after the date of such confirmation; or (c) five (5) days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective Parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a Party shall specify to the others in accordance with these notice provisions:

If to Legacy prior to the Closing:

Address: 1308 Race Street Suite 200 Cincinnati, Ohio 45202

Attention: Darryl McCall

Telephone: +1 (505) 820-0412

Email: darrylmccall@legacyacquisition.com

with a copy to:

DLA Piper

Address: 1201 West Peachtree Street, Suite 2800, Atlanta, Georgia 30309-3450

Attention: Gerry Williams

Telephone: 1 (404) 736-7891

Email: Gerry.Williams@us.dlapiper.com

If to the Sponsor:

Address: 1308 Race Street, Suite 200, Cincinnati, Ohio 45202

Attention: Darryl McCall

Telephone: +1 (505) 820-0412

Email: darrylmccall@legacyacquisition.com

with a copy to:

DLA Piper

Address: 1201 West Peachtree Street, Suite 2800, Atlanta, Georgia 30309-3450

Attention: Gerry Williams

Telephone: 1 (404) 736-7891

Email: Gerry.Williams@us.dlapiper.com

If to Legacy following the Closing:

Address: Bldg. C9-C, Universal Creative Park, 9, Jiuxianqiao North Rd.,

Chaoyang District, Beijing 100015, China

Attention: Xin Wang, Finance Department

Telephone: +86(10) 5647 8811

Email: wangxina@bluefocus.com

4

with copies to:

Greenberg Traurig LLP

Address: 200 Park Avenue, New York, New York 10166

Attention: Doron Lipshitz

Telephone: +1 (212) 801-3100

Email: lipshitzd@gtlaw.com

O’Melveny & Myers LLP

Address: Two Embarcadero Center, 27th Floor

San Francisco, California

Attention: Kurt Berney

Telephone: +1 (415) 984-8989

Email: kberney@omm.com

11. Entire Agreement. This Agreement, the Share Exchange Agreement and the Additional Agreements constitute the entire agreement among the Parties with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

5

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.

LEGACY:
LEGACY ACQUISITION CORP.
By:	/s/ Edwin J. Rigaud
Name:	Edwin J. Rigaud
Title:	Chairman and Chief Executive Officer
SPONSOR:
LEGACY ACQUISITION SPONSOR I LLC
By:	/s/ Edwin J. Rigaud
Name:	Edwin J. Rigaud
Title:	Managing Member

[Signature Page to Waiver Agreement]

6

EX-10.3

Exhibit 10.3

TERMINATION AGREEMENT

This TERMINATION AGREEMENT (this “Agreement”) is dated as of March 13, 2020 by and between Legacy Acquisition Corp. (the “Purchaser”), Legacy Acquisition Sponsor I LLC (the “Sponsor Designee) and Blue Valor Limited, a company incorporated in Hong Kong (the “Seller”).

WHEREAS, the Purchaser, Sponsor Designee and Seller are parties to that certain Redemption Side Letter, dated as of December 2, 2019 (the “Redemption Side Letter”);

WHEREAS, pursuant to the Redemption Side Letter, the Purchaser, Sponsor Designee, and Seller desire to terminate the Redemption Side Letter in accordance with the terms and conditions set forth in this Agreement effective as of the date hereof.

NOW THEREFORE, in consideration of the foregoing premises and the respective agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Termination. The parties hereby terminate, without any action by or on behalf of the parties and effective as of the date hereof, the Redemption Side Letter. The parties hereby acknowledge that, effective as of the date hereof, the Redemption Side Letter shall be of no further force or effect. Notwithstanding any provision of the Redemption Side Letter, the parties hereby further acknowledge that no provisions of the Redemption Side Letter shall survive termination thereof and that all rights and obligations of the parties thereunder are hereby terminated.

2. Miscellaneous.

(a) This Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. This Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns.

(b) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state. Each party hereto hereby waives any right to a jury trial in connection with any litigation pursuant to this Agreement.

(c) The provisions of this Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

(d) This Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first above written.

LEGACY ACQUISITION SPONSOR I LLC
By:	/s/ Edwin J. Rigaud
	Name: Edwin J. Rigaud
	Title: Managing Member
LEGACY ACQUISITION CORP.
By:	/s/ Edwin J. Rigaud
	Name: Edwin J. Rigaud
	Title: Chairman and Chief Executive Officer
BLUE VALOR LIMITED
By:	/s/ He Shen
	Name: He Shen
	Title: Authorized Signatory

[Signature Page to Termination Agreement]

EX-10.4

Exhibit 10.4

FORM OF WARRANT HOLDER SUPPORT AGREEMENT

This WARRANT HOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of March 9, 2020, is made and entered into by and between [●], a [●] (together with its successors, the “Holder”), and Legacy Acquisition Corp., a Delaware corporation (“Legacy”). Holder and Legacy shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Share Exchange Agreement (as defined below).

WHEREAS, Legacy and Blue Valor Limited, a company incorporated in Hong Kong, entered into that certain Amended and Restated Share Exchange Agreement, dated as of December 2, 2019 (the “Amended and Restated Share Exchange Agreement”), as amended by that certain First Amendment to the Amended and Restated Share Exchange Agreement, dated as of the date hereof (the “Amendment,” and the Amended and Restated Share Exchange Agreement as amended by the Amendment is referred to herein as the “Share Exchange Agreement”);

WHEREAS, as of the date hereof, the Holder is the record and Beneficial Owner (such record and Beneficial Ownership, to “Own”, be the “Owner” of or be “Owned” by) of [●] Purchaser Warrants that were issued to investors in Legacy’s initial public offering (the “Public Warrants”);

WHEREAS, the Share Exchange Agreement provides that Legacy will use its reasonable best efforts to obtain the vote or consent of the holders of at least 65% of the outstanding Public Warrants (the “Approval”) to amend that certain Warrant Agreement between Legacy and Continental Stock Transfer & Trust Company, dated as of November 16, 2017 (as amended from time to time, the “Warrant Agreement”), to provide, among other things, that each outstanding Public Warrant and each outstanding Purchaser Warrant that was issued to the Sponsor in the private placement that closed simultaneously with Legacy’s initial public offering (each, a “Private Placement Warrant”) shall no longer be exercisable to purchase one-half share of Purchaser Common Shares for $5.75 per half-share (subject to adjustment as provided in the Warrant Agreement) and instead shall be converted solely into the right to receive (i) if, at the Closing, the aggregate gross cash in the trust fund established by Legacy for the benefit of its public stockholders and the proceeds received by Legacy under the Subscription Agreements equals at least $225 million, $1.00 in cash or (ii) if, at the Closing, the aggregate gross cash in the trust fund established by Legacy for the benefit of its public stockholders and the proceeds received by Legacy under the Subscription Agreements is less than $225 million, $0.50 in cash and 0.055 of a Purchaser Common Share (it being understood that Sponsor has indicated it intends to exchange its Private Placement Warrants for O.11 Purchaser Common Share per Private Placement Warrant) (the “Warrant Agreement Amendments”); and

WHEREAS, the Share Exchange Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Representations and Warranties. The Holder represents and warrants to Legacy that the following statements are true and correct:

(a)The Holder has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Holder. This Agreement has been duly and validly executed and delivered by the Holder and constitutes a valid, legal and binding agreement of the Holder, enforceable against the Holder in accordance with its terms.

(b)The Holder is the Owner of [●] Public Warrants (the “Subject Warrants”) as of the date hereof, which constitutes all of the warrants in Legacy held by the Holder and its Affiliates as of the date hereof. The Holder has valid, good and marketable title to the Subject Warrants, free and clear of all Liens (other than Liens pursuant to this Agreement or any other Additional Agreements and transfer restrictions under applicable Law or under the certificate of incorporation or bylaws of Legacy). Except for this Agreement, the Holder is not party to any option, warrant, purchase right, or other contract or commitment that could require the Holder to sell, transfer, or otherwise dispose of the Subject Warrants. Except as set forth in this Agreement, the Holder is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of the Subject Warrants and the Holder has sole voting power and sole dispositive power with respect to all Subject Warrants, with no restrictions on the Holder’s rights of voting or disposition pertaining thereto and no Person other than the Holder has any right to direct or approve the voting or disposition of any of the Subject Warrants.

(c)The execution, delivery and performance by it of this Agreement and the consummation by the Holder of the transactions contemplated hereby do not: (i) conflict with or result in any breach of any provision of the governing documents of the Holder, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Holder is a party or by which its properties or assets may be bound, (iii) violate any Order or Law of any governmental Authority applicable to the Holder or its Subsidiaries, or any of their respective properties or assets (including the Subject Warrants), as applicable, or (iv) result in the creation of any Lien (other than Liens pursuant to this Agreement or any other Additional Agreements to which it is subject or bound and transfer restrictions under applicable Law or under the certificate of incorporation or bylaws of Legacy) upon its assets (including the Subject Warrants), except in the case of clauses (ii), (iii) and (iv) above, for violations which would not reasonably be expected to materially impact, impair or delay or prevent the ability of the Holder to consummate the transactions contemplated by this Agreement or have a material adverse effect on the ability of the Holder to perform its obligations hereunder.

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2.Agreements of Holder.

(a)Voting. The Holder hereby irrevocably and unconditionally agrees that from the date hereof, unless and until this Agreement is terminated in accordance with its terms, the Holder shall affirmatively vote all Subject Warrants (or cause them to be voted) or, if applicable, execute written consents in respect thereof, (i) for the adoption of the Warrant Agreement Amendments, (ii) against any action or agreement (including, without limitation, any amendment of any agreement) that Holder knows would result in a breach of any representation, warranty, covenant, agreement or other obligation of Legacy set forth in the Share Exchange Agreement, or of the Holder contained in this Agreement, and (iii) against any agreement (including, without limitation, any amendment of any agreement), amendment or other Legacy action that is intended or would reasonably be expected to prevent, impede, interfere with or delay obtaining the Approval, consummating the Warrant Agreement Amendments or any of the other transactions contemplated by the Share Exchange Agreement. Any such vote shall be cast (or such written consent shall be given) by the Holder in accordance with such procedures relating thereto so as to ensure that such vote (or written consent) is duly counted, including for purposes of establishing and determining that a quorum is present and for purposes of duly recording the results of such vote (or written consent). The Holder shall retain at all times the right to vote all Subject Warrants in its sole discretion and without any other limitation on those matters other than those set forth in this Section 2(a) that are at any time, or from time to time, presented for consideration to and for a vote by the holders of Public Warrants generally.

(b)Exchange. Unless this Agreement shall have been terminated in accordance with its terms, the Holder shall (i) as promptly as legally permissible and in any event not later than the second (2^nd) Business Day next following the effectiveness of the Warrant Agreement Amendments, validly exchange (or cause to be exchanged) all of the Subject Warrants in accordance with the terms of the Warrant Agreement Amendments, and (ii) not thereafter withdraw (or cause to be withdrawn) any Subject Warrants so exchanged; provided, further, to the extent Legacy determines, in its sole discretion, that it is advisable to conduct a tender offer for the Purchaser Warrants for the same consideration contemplated by the Warrant Agreement Amendments (the “Offer”) instead of obtaining the Approval, the Holder shall (x) as promptly as practicable and in any event not later than the second (2^nd) Business Day following the commencement of such Offer, validly tender (or cause to be tendered) into the Offer all of the Subject Warrants, pursuant to and in accordance with the terms of the Offer, and (y) not thereafter withdraw (or cause to be withdrawn) any Subject Warrants so tendered pursuant to the Offer.

(c)Publication. The Holder hereby consents to Legacy publishing and disclosing in the Purchaser SEC Documents the Holder’s identity and ownership of Subject Warrants and the nature of the Holder’s commitments, arrangements and understandings pursuant to this Agreement.

(d)After Acquired Securities. Any and all Purchaser Warrants as to which the Holder acquires Ownership after the date hereof and prior to termination of this Agreement shall constitute Subject Warrants, as applicable, for all purposes of this Agreement.

3.Covenants.

(a)Subject to the terms and conditions of this Agreement, the Holder hereby unconditionally and irrevocably agrees to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by Section 2 of this Agreement.

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(b)From the date hereof until the earlier of the Closing and the termination of the Share Exchange Agreement in accordance with its terms, the Holder hereby unconditionally and irrevocably agrees that it shall not, without the prior written consent of Legacy, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any Subject Warrants Owned by it, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Warrants or any securities convertible into, or exercisable, or exchangeable for, Subject Warrants Owned by it, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, (iii) except as provided by this Agreement, deposit any Subject Warrants into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Subject Warrants, or (iv) publicly announce any intention to effect any transaction specified in clauses (i), (ii) or (iii).

(c)Until any termination of this Agreement in accordance with its terms, the Holder shall promptly notify Legacy of the number of Purchaser Warrants, if any, as to which the Holder acquires Ownership after the date hereof.

4.Termination. This Agreement shall terminate, and have no further force and effect, if the Share Exchange Agreement is terminated in accordance with its terms prior to the Closing.

5.Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

6.Successors and Assigns. This Agreement shall be binding upon and inure solely to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other Party hereto. Any attempted assignment of this Agreement not in accordance with the terms of this Section 6 shall be void.

7.Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, all of the Parties hereto.

8.Governing Law. This Agreement shall be governed by the internal law of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York.

9.Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the Parties intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

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10.Notices. Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, by 4:00PM on a Business Day, addressee’s day and time, on the date of delivery, and otherwise on the first Business Day after such delivery; (b) if by email, on the date that transmission is confirmed electronically, if by 4:00PM on a Business Day, addressee’s day and time, and otherwise on the first Business Day after the date of such confirmation; or (c) five (5) days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective Parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a Party shall specify to the others in accordance with these notice provisions:

If to Legacy:

Address: 1308 Race Street Suite 200 Cincinnati, Ohio 45202

Attention: Darryl McCall

Telephone: +1 (505) 820-0412

Email: darrylmccall@legacyacquisition.com

with a copy to:

DLA Piper

Address: 1201 West Peachtree Street, Suite 2800, Atlanta, Georgia 30309-3450

Attention: Gerry Williams

Telephone: 1 (404) 736-7891

Email: Gerry.Williams@us.dlapiper.com

If to the Holder:

Address: [●]

Attention: [●]

Telephone: [●]

Email: [●]

with a copy to:

[●]

11.Entire Agreement. This Agreement, the Share Exchange Agreement and the Additional Agreements constitute the entire agreement among the Parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.

LEGACY:
LEGACY ACQUISITION CORP.
By:
Name:	Edwin J. Rigaud
Title:	Chairman and Chief Executive Officer
HOLDER:
[●]
By:
Name:
Title:

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Schedule of Omitted Documents

This schedule sets forth the following agreements omitted as exhibits from this Current Report on Form 8-K because each such agreement is substantially identical, except as to the parties thereto and the specific number of warrants held by a party thereto, to the Form of Warrant Holder Support Agreement filed as Exhibit 10.4 to this Current Report on Form 8-K.

1. Warrant Holder Support Agreement, dated as of March 9, 2020, by and between BSMA Limited, a Cayman Islands limited company, and Legacy Acquisition Corp., a Delaware corporation.

2. Warrant Holder Support Agreement, dated as of March 9, 2020, by and between HBK Master Fund L.P., and Legacy Acquisition Corp., a Delaware corporation.

3. Warrant Holder Support Agreement, dated as of March 9, 2020, by and between LINDEN ADVISORS LP (on behalf of Linden Capital L.P. and separate accounts managed by Linden Advisors LP), a Delaware limited partnership, and Legacy Acquisition Corp., a Delaware corporation.

4. Warrant Holder Support Agreement, dated as of March 9, 2020, by and among Magnetar Constellation Master Fund, LTD, a Cayman Islands exempted company, Magnetar Constellation Fund II, LTD, a Cayman Islands exempted company, Magnetar Structured Credit Fund, LP, a Delaware limited partnership, Magnetar Xing He Master Fund LTD, a Cayman Islands exempted company, Magnetar SC Fund LTD, a Cayman Islands exempted company, and Legacy Acquisition Corp., a Delaware corporation.

5. Warrant Holder Support Agreement, dated as of March 9 2020, by and between Nineteen77 Global Multi-Strategy Alpha Master Limited, a Cayman Islands exempted company, and Legacy Acquisition Corp., a Delaware corporation.

6. Warrant Holder Support Agreement, dated March 9, 2020, by and between Nineteen77 Global Merger Arbitrage Master Limited, a Cayman Islands exempted company, and Legacy Acquisition Corp., a Delaware corporation.

7. Warrant Holder Support Agreement, dated March 9, 2020, by and between Shaolin Capital Management, LLC, a Delaware limited liability company, and Legacy Acquisition Corp., a Delaware corporation.

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EX-10.5

Exhibit 10.5

WARRANT HOLDER SUPPORT AGREEMENT

This WARRANT HOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of March 9, 2020, is made and entered into by and between Alyeska Investment Group LP, a Delaware limited partnership (together with its successors, the “Holder”), and Legacy Acquisition Corp., a Delaware corporation (“Legacy”). Holder and Legacy shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Share Exchange Agreement (as defined below).

WHEREAS, Legacy and Blue Valor Limited, a company incorporated in Hong Kong, entered into that certain Amended and Restated Share Exchange Agreement, dated as of December 2, 2019 (the “Amended and Restated Share Exchange Agreement”), as amended by that certain First Amendment to the Amended and Restated Share Exchange Agreement, dated as of the date hereof (the “Amendment,” and the Amended and Restated Share Exchange Agreement as amended by the Amendment is referred to herein as the “Share Exchange Agreement”);

WHEREAS, as of the date hereof, the Holder is the record and Beneficial Owner (such record and Beneficial Ownership, to “Own”, be the “Owner” of or be “Owned” by) of 1,470,002 Purchaser Warrants that were issued to investors in Legacy’s initial public offering (the “Public Warrants”);

WHEREAS, the Share Exchange Agreement provides that Legacy will use its reasonable best efforts to obtain the vote or consent of the holders of at least 65% of the outstanding Public Warrants (the “Approval”) to amend that certain Warrant Agreement between Legacy and Continental Stock Transfer & Trust Company, dated as of November 16, 2017 (as amended from time to time, the “Warrant Agreement”), to provide, among other things, that each outstanding Public Warrant and each outstanding Purchaser Warrant that was issued to the Sponsor in the private placement that closed simultaneously with Legacy’s initial public offering (each, a “Private Placement Warrant”) shall no longer be exercisable to purchase one-half share of Purchaser Common Shares for $5.75 per half-share (subject to adjustment as provided in the Warrant Agreement) and instead shall be converted solely into the right to receive (i) if, at the Closing, the aggregate gross cash in the trust fund established by Legacy for the benefit of its public stockholders and the proceeds received by Legacy under the Subscription Agreements equals at least $225 million, $1.00 in cash or (ii) if, at the Closing, the aggregate gross cash in the trust fund established by Legacy for the benefit of its public stockholders and the proceeds received by Legacy under the Subscription Agreements is less than $225 million, $0.50 in cash and 0.055 of a Purchaser Common Share (it being understood that Sponsor has indicated it intends to exchange its Private Placement Warrants for O.11 Purchaser Common Share per Private Placement Warrant) (the “Warrant Agreement Amendments”); and

WHEREAS, the Share Exchange Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Representations and Warranties. The Holder represents and warrants to Legacy that the following statements are true and correct:

(a) The Holder has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Holder. This Agreement has been duly and validly executed and delivered by the Holder and constitutes a valid, legal and binding agreement of the Holder, enforceable against the Holder in accordance with its terms.

(b) The Holder is the Owner of 1,470,002 Public Warrants (the “Subject Warrants”) as of the date hereof, which constitutes all of the warrants in Legacy held by the Holder and its Affiliates as of the date hereof. The Holder has valid, good and marketable title to the Subject Warrants, free and clear of all Liens (other than Liens pursuant to this Agreement or any other Additional Agreements and transfer restrictions under applicable Law or under the certificate of incorporation or bylaws of Legacy). Except for this Agreement, the Holder is not party to any option, warrant, purchase right, or other contract or commitment that could require the Holder to sell, transfer, or otherwise dispose of the Subject Warrants. Except as set forth in this Agreement, the Holder is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of the Subject Warrants and the Holder has sole voting power and sole dispositive power with respect to all Subject Warrants, with no restrictions on the Holder’s rights of voting or disposition pertaining thereto and no Person other than the Holder has any right to direct or approve the voting or disposition of any of the Subject Warrants.

(c) The execution, delivery and performance by it of this Agreement and the consummation by the Holder of the transactions contemplated hereby do not: (i) conflict with or result in any breach of any provision of the governing documents of the Holder, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Holder is a party or by which its properties or assets may be bound, (iii) violate any Order or Law of any governmental Authority applicable to the Holder or its Subsidiaries, or any of their respective properties or assets (including the Subject Warrants), as applicable, or (iv) result in the creation of any Lien (other than Liens pursuant to this Agreement or any other Additional Agreements to which it is subject or bound and transfer restrictions under applicable Law or under the certificate of incorporation or bylaws of Legacy) upon its assets (including the Subject Warrants), except in the case of clauses (ii), (iii) and (iv) above, for violations which would not reasonably be expected to materially impact, impair or delay or prevent the ability of the Holder to consummate the transactions contemplated by this Agreement or have a material adverse effect on the ability of the Holder to perform its obligations hereunder.

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2. Agreements of Holder.

(a) Voting. The Holder hereby irrevocably and unconditionally agrees that from the date hereof, unless and until this Agreement is terminated in accordance with its terms, the Holder shall affirmatively vote all Subject Warrants (or cause them to be voted) or, if applicable, execute written consents in respect thereof, (i) for the adoption of the Warrant Agreement Amendments, (ii) against any action or agreement (including, without limitation, any amendment of any agreement) that Holder knows would result in a breach of any representation, warranty, covenant, agreement or other obligation of Legacy set forth in the Share Exchange Agreement, or of the Holder contained in this Agreement, and (iii) against any agreement (including, without limitation, any amendment of any agreement), amendment or other Legacy action that is intended or would reasonably be expected to prevent, impede, interfere with or delay obtaining the Approval, consummating the Warrant Agreement Amendments or any of the other transactions contemplated by the Share Exchange Agreement. Any such vote shall be cast (or such written consent shall be given) by the Holder in accordance with such procedures relating thereto so as to ensure that such vote (or written consent) is duly counted, including for purposes of establishing and determining that a quorum is present and for purposes of duly recording the results of such vote (or written consent). The Holder shall retain at all times the right to vote all Subject Warrants in its sole discretion and without any other limitation on those matters other than those set forth in this Section 2(a) that are at any time, or from time to time, presented for consideration to and for a vote by the holders of Public Warrants generally.

(b) Exchange. Unless this Agreement shall have been terminated in accordance with its terms, the Holder shall (i) as promptly as legally permissible and in any event not later than the second (2^nd) Business Day next following the effectiveness of the Warrant Agreement Amendments, validly exchange (or cause to be exchanged) all of the Subject Warrants in accordance with the terms of the Warrant Agreement Amendments, and (ii) not thereafter withdraw (or cause to be withdrawn) any Subject Warrants so exchanged; provided, further, to the extent Legacy determines, in its sole discretion, that it is advisable to conduct a tender offer for the Purchaser Warrants for the same consideration contemplated by the Warrant Agreement Amendments (the “Offer”) instead of obtaining the Approval, the Holder shall (x) as promptly as practicable and in any event not later than the second (2^nd) Business Day following the commencement of such Offer, validly tender (or cause to be tendered) into the Offer all of the Subject Warrants, pursuant to and in accordance with the terms of the Offer, and (y) not thereafter withdraw (or cause to be withdrawn) any Subject Warrants so tendered pursuant to the Offer.

(c) Publication. The Holder hereby consents to Legacy publishing and disclosing in the Purchaser SEC Documents the Holder’s identity and ownership of Subject Warrants and the nature of the Holder’s commitments, arrangements and understandings pursuant to this Agreement.

(d) After Acquired Securities. Any and all Purchaser Warrants as to which the Holder acquires Ownership after the date hereof and prior to termination of this Agreement shall constitute Subject Warrants, as applicable, for all purposes of this Agreement.

3. Covenants.

(a) Subject to the terms and conditions of this Agreement, the Holder hereby unconditionally and irrevocably agrees to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by Section 2 of this Agreement.

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(b) From the date hereof until the earlier of the Closing and the termination of the Share Exchange Agreement in accordance with its terms, the Holder hereby unconditionally and irrevocably agrees that it shall not, without the prior written consent of Legacy, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any Subject Warrants Owned by it, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Warrants or any securities convertible into, or exercisable, or exchangeable for, Subject Warrants Owned by it, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, (iii) except as provided by this Agreement, deposit any Subject Warrants into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Subject Warrants, or (iv) publicly announce any intention to effect any transaction specified in clauses (i), (ii) or (iii); provided, however, that a Holder may either (x) permit its prime broker to hold Subject Warrants as part of a custodian arrangement or (y) pledge Subject Warrants in connection with the Holder’s regular course debt financing arrangements, so long as, in each case (with respect to clauses (i), (ii) and (iii)), such Holder retains all of its rights to tender or exchange such Subject Warrants in the Offer and its voting rights with respect to such Subject Warrants and is not otherwise limited or restricted in performing its obligations under this Agreement at any time prior any termination of this Agreement.

(c) Until any termination of this Agreement in accordance with its terms, the Holder shall promptly notify Legacy of the number of Purchaser Warrants, if any, as to which the Holder acquires Ownership after the date hereof.

4. Termination. This Agreement shall terminate, and have no further force and effect, if the Share Exchange Agreement is terminated in accordance with its terms prior to the Closing.

5. Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

6. Successors and Assigns. This Agreement shall be binding upon and inure solely to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other Party hereto. Any attempted assignment of this Agreement not in accordance with the terms of this Section 6 shall be void.

7. Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, all of the Parties hereto.

8. Governing Law. This Agreement shall be governed by the internal law of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York.

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9. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the Parties intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

10. Notices. Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, by 4:00PM on a Business Day, addressee’s day and time, on the date of delivery, and otherwise on the first Business Day after such delivery; (b) if by email, on the date that transmission is confirmed electronically, if by 4:00PM on a Business Day, addressee’s day and time, and otherwise on the first Business Day after the date of such confirmation; or (c) five (5) days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective Parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a Party shall specify to the others in accordance with these notice provisions:

If to Legacy:

Address: 1308 Race Street Suite 200 Cincinnati, Ohio 45202

Attention: Darryl McCall

Telephone: +1 (505) 820-0412

Email: darrylmccall@legacyacquisition.com

with a copy to:

DLA Piper

Address: 1201 West Peachtree Street, Suite 2800, Atlanta, Georgia 30309-3450

Attention: Gerry Williams

Telephone: 1 (404) 736-7891

Email: Gerry.Williams@us.dlapiper.com

If to the Holder:

Address: 77 West Wacker Drive, Suite 700, Chicago, IL 60601

Attention: Brent Cunningham

Telephone: (312)899-7900

Email: brent.cunningham@alyeskagroup.com

with a copy to:

Name:

Address:

Attention:

Telephone:

Email:

11. Entire Agreement. This Agreement, the Share Exchange Agreement and the Additional Agreements constitute the entire agreement among the Parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.

LEGACY:
LEGACY ACQUISITION CORP.
By:	/s/ Edwin J. Rigaud
Name:	Edwin J. Rigaud
Title:	Chairman and Chief Executive Officer
HOLDER:
ALYESKA INVESTMENT GROUP LP
By:	/s/ Jason A. Bragg
Name:	Jason A. Bragg
Title:	Chief Financial Officer

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EX-10.6

Exhibit 10.6

WARRANT HOLDER SUPPORT AGREEMENT

This WARRANT HOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of March 9, 2020, is made and entered into by and between Kepos Alpha Master Fund L.P., a Cayman Islands LP (together with its successors, the “Holder”), and Legacy Acquisition Corp., a Delaware corporation (“Legacy”). Holder and Legacy shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Share Exchange Agreement (as defined below).

WHEREAS, Legacy and Blue Valor Limited, a company incorporated in Hong Kong, entered into that certain Amended and Restated Share Exchange Agreement, dated as of December 2, 2019 (the “Amended and Restated Share Exchange Agreement”), as amended by that certain First Amendment to the Amended and Restated Share Exchange Agreement, dated as of the date hereof (the “Amendment,” and the Amended and Restated Share Exchange Agreement as amended by the Amendment is referred to herein as the “Share Exchange Agreement”);

WHEREAS, as of the date hereof, the Holder is the record and Beneficial Owner (such record and Beneficial Ownership, to “Own”, be the “Owner” of or be “Owned” by) of at least 2,600,000 Purchaser Warrants that were issued to investors in Legacy’s initial public offering (the “Public Warrants”);

WHEREAS, the Share Exchange Agreement provides that Legacy will use its reasonable best efforts to obtain the vote or consent of the holders of at least 65% of the outstanding Public Warrants (the “Approval”) to amend that certain Warrant Agreement between Legacy and Continental Stock Transfer & Trust Company, dated as of November 16, 2017 (as amended from time to time, the “Warrant Agreement”), to provide, among other things, that each outstanding Public Warrant and each outstanding Purchaser Warrant that was issued to the Sponsor in the private placement that closed simultaneously with Legacy’s initial public offering (each, a “Private Placement Warrant”) shall no longer be exercisable to purchase one-half share of Purchaser Common Shares for $5.75 per half-share (subject to adjustment as provided in the Warrant Agreement) and instead shall be converted solely into the right to receive (i) if, at the Closing, the aggregate gross cash in the trust fund established by Legacy for the benefit of its public stockholders and the proceeds received by Legacy under the Subscription Agreements equals at least $225 million, $1.00 in cash or (ii) if, at the Closing, the aggregate gross cash in the trust fund established by Legacy for the benefit of its public stockholders and the proceeds received by Legacy under the Subscription Agreements is less than $225 million, $0.50 in cash and 0.055 of a Purchaser Common Share (it being understood that Sponsor has indicated it intends to exchange its Private Placement Warrants for O.11 Purchaser Common Share per Private Placement Warrant) (the “Warrant Agreement Amendments”); and

WHEREAS, the Share Exchange Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Representations and Warranties. The Holder represents and warrants to Legacy that the following statements are true and correct:

(a) The Holder has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Holder. This Agreement has been duly and validly executed and delivered by the Holder and constitutes a valid, legal and binding agreement of the Holder, enforceable against the Holder in accordance with its terms.

(b) The Holder (directly or through its Affiliates) is the Owner of 2,600,000 Public Warrants (the “Subject Warrants”) as of the date hereof. The Holder has valid, good and marketable title to the Subject Warrants, free and clear of all Liens (other than Liens pursuant to this Agreement or any other Additional Agreements and transfer restrictions under applicable Law or under the certificate of incorporation or bylaws of Legacy). Except for this Agreement, the Holder is not party to any option, warrant, purchase right, or other contract or commitment that could require the Holder to sell, transfer, or otherwise dispose of the Subject Warrants. Except as set forth in this Agreement, the Holder is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of the Subject Warrants and the Holder has sole voting power and sole dispositive power with respect to all Subject Warrants, with no restrictions on the Holder’s rights of voting or disposition pertaining thereto and no Person other than the Holder has any right to direct or approve the voting or disposition of any of the Subject Warrants.

(c) The execution, delivery and performance by it of this Agreement and the consummation by the Holder of the transactions contemplated hereby do not: (i) conflict with or result in any breach of any provision of the governing documents of the Holder, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Holder is a party or by which its properties or assets may be bound, (iii) violate any Order or Law of any governmental Authority applicable to the Holder or its Subsidiaries, or any of their respective properties or assets (including the Subject Warrants), as applicable, or (iv) result in the creation of any Lien (other than Liens pursuant to this Agreement or any other Additional Agreements to which it is subject or bound and transfer restrictions under applicable Law or under the certificate of incorporation or bylaws of Legacy) upon its assets (including the Subject Warrants), except in the case of clauses (ii), (iii) and (iv) above, for violations which would not reasonably be expected to materially impact, impair or delay or prevent the ability of the Holder to consummate the transactions contemplated by this Agreement or have a material adverse effect on the ability of the Holder to perform its obligations hereunder.

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2. Agreements of Holder.

(a) Voting. The Holder hereby irrevocably and unconditionally agrees that from the date hereof, unless and until this Agreement is terminated in accordance with its terms, the Holder shall affirmatively vote all Subject Warrants (or cause them to be voted) or, if applicable, execute written consents in respect thereof, (i) for the adoption of the Warrant Agreement Amendments, (ii) against any action or agreement (including, without limitation, any amendment of any agreement) that Holder knows would result in a breach of any representation, warranty, covenant, agreement or other obligation of Legacy set forth in the Share Exchange Agreement, or of the Holder contained in this Agreement, and (iii) against any agreement (including, without limitation, any amendment of any agreement), amendment or other Legacy action that is intended or would reasonably be expected to prevent, impede, interfere with or delay obtaining the Approval, consummating the Warrant Agreement Amendments or any of the other transactions contemplated by the Share Exchange Agreement. Any such vote shall be cast (or such written consent shall be given) by the Holder in accordance with such procedures relating thereto so as to ensure that such vote (or written consent) is duly counted, including for purposes of establishing and determining that a quorum is present and for purposes of duly recording the results of such vote (or written consent). The Holder shall retain at all times the right to vote all Subject Warrants in its sole discretion and without any other limitation on those matters other than those set forth in this Section 2(a) that are at any time, or from time to time, presented for consideration to and for a vote by the holders of Public Warrants generally.

(b) Exchange. Unless this Agreement shall have been terminated in accordance with its terms, the Holder shall (i) as promptly as legally permissible and in any event not later than the second (2^nd) Business Day next following the effectiveness of the Warrant Agreement Amendments, validly exchange (or cause to be exchanged) all of the Subject Warrants in accordance with the terms of the Warrant Agreement Amendments, and (ii) not thereafter withdraw (or cause to be withdrawn) any Subject Warrants so exchanged; provided, further, to the extent Legacy determines, in its sole discretion, that it is advisable to conduct a tender offer for the Purchaser Warrants for the same consideration contemplated by the Warrant Agreement Amendments (the “Offer”) instead of obtaining the Approval, the Holder shall (x) as promptly as practicable and in any event not later than the second (2^nd) Business Day following the commencement of such Offer, validly tender (or cause to be tendered) into the Offer all of the Subject Warrants, pursuant to and in accordance with the terms of the Offer, and (y) not thereafter withdraw (or cause to be withdrawn) any Subject Warrants so tendered pursuant to the Offer.

(c) Publication. The Holder hereby consents to Legacy publishing and disclosing in the Purchaser SEC Documents the Holder’s identity and ownership of Subject Warrants and the nature of the Holder’s commitments, arrangements and understandings pursuant to this Agreement.

(d) After Acquired Securities. Any and all Purchaser Warrants as to which the Holder acquires Ownership after the date hereof and prior to termination of this Agreement shall constitute Subject Warrants, as applicable, for all purposes of this Agreement.

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3. Covenants.

(a) Subject to the terms and conditions of this Agreement, the Holder hereby unconditionally and irrevocably agrees to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by Section 2 of this Agreement.

(b) From the date hereof until the earlier of the Closing and the termination of the Share Exchange Agreement in accordance with its terms, the Holder hereby unconditionally and irrevocably agrees that it shall not, without the prior written consent of Legacy, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any Subject Warrants Owned by it, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Warrants or any securities convertible into, or exercisable, or exchangeable for, Subject Warrants Owned by it, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, (iii) except as provided by this Agreement, deposit any Subject Warrants into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Subject Warrants, or (iv) publicly announce any intention to effect any transaction specified in clauses (i), (ii) or (iii); provided, however, that the Holder may either (x) (1) permit its prime broker to hold Subject Warrants as part of a custodian arrangement or (2) pledge Subject Warrants in connection with the Holder’s regular course debt financing arrangements, so long as, in each case (with respect to clauses (x)(1) and (x)(2)), the Holder (A) retains all of its rights to tender or exchange such Subject Warrants in the Offer and all of its voting rights with respect to such Subject Warrants and (B) is not otherwise limited or restricted in performing its obligations under this Agreement at any time prior any termination of this Agreement, or (y) after the record date fixed and announced for the vote, or, if applicable, giving of written consent described in Section 2(a) above and the performance by the Holder of its obligations pursuant to Section 2(a) above, the Holder may take any action otherwise prohibited by clause (i) so long as the purchaser or assignee of such Subject Warrants is another Holder party to a Warrant Holder Support Agreement with Legacy or an entity that executes and provides a joinder to this Agreement (in form and substance reasonably acceptable to Legacy).

(c) Until any termination of this Agreement in accordance with its terms, the Holder shall promptly notify Legacy of the number of Purchaser Warrants, if any, as to which the Holder acquires Ownership after the date hereof.

4. Termination. This Agreement shall terminate, and have no further force and effect, if the Share Exchange Agreement is terminated in accordance with its terms prior to the Closing.

5. Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

6. Successors and Assigns. This Agreement shall be binding upon and inure solely to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other Party hereto. Any attempted assignment of this Agreement not in accordance with the terms of this Section 6 shall be void.

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7. Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, all of the Parties hereto.

8. Governing Law. This Agreement shall be governed by the internal law of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York.

9. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the Parties intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

10. Notices. Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, by 4:00PM on a Business Day, addressee’s day and time, on the date of delivery, and otherwise on the first Business Day after such delivery; (b) if by email, on the date that transmission is confirmed electronically, if by 4:00PM on a Business Day, addressee’s day and time, and otherwise on the first Business Day after the date of such confirmation; or (c) five (5) days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective Parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a Party shall specify to the others in accordance with these notice provisions:

If to Legacy:

Address: 1308 Race Street Suite 200 Cincinnati, Ohio 45202

Attention: Darryl McCall

Telephone: +1 (505) 820-0412

Email: darrylmccall@legacyacquisition.com

with a copy to:

DLA Piper

Address: 1201 West Peachtree Street, Suite 2800, Atlanta, Georgia 30309-3450

Attention: Gerry Williams

Telephone: 1 (404) 736-7891

Email: Gerry.Williams@us.dlapiper.com

If to the Holder:

c/o Kepos Capital LP

Address: 11 Times Square, 35th Flr, New York NY 10036

Attention: Simon Raykher

Telephone: (212) 588-7444

Email: simon@keposcapital.com

11. Entire Agreement. This Agreement, the Share Exchange Agreement and the Additional Agreements constitute the entire agreement among the Parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.

LEGACY:
LEGACY ACQUISITION CORP.
By:	/s/ Edwin J. Rigaud
Name:	Edwin J. Rigaud
Title:	Chairman and Chief Executive Officer
HOLDER:
Kepos Alpha Master Fund L.P.
By: Kepos Capital LP, its Investment Manager
By:	/s/ Simon Raykher
Name:	Simon Raykher
Title:	General Counsel

[ Signature Page to Warrant Holder Support Agreement ]

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EX-10.7

Exhibit 10.7

WARRANT HOLDER SUPPORT AGREEMENT

This WARRANT HOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of March 9, 2020, is made and entered into by and between Longfellow Investment Management Co., LLC, a Massachusetts limited liability company (or an account or accounts for which it provides discretionary investment advisory services) (together with its successors, the “Holder”), and Legacy Acquisition Corp., a Delaware corporation (“Legacy”). Holder and Legacy shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Share Exchange Agreement (as defined below).

WHEREAS, Legacy and Blue Valor Limited, a company incorporated in Hong Kong, entered into that certain Amended and Restated Share Exchange Agreement, dated as of December 2, 2019 (the “Amended and Restated Share Exchange Agreement”), as amended by that certain First Amendment to the Amended and Restated Share Exchange Agreement, dated as of the date hereof (the “Amendment,” and the Amended and Restated Share Exchange Agreement as amended by the Amendment is referred to herein as the “Share Exchange Agreement”);

WHEREAS, as of the date hereof, the Holder is the record and Beneficial Owner (such record and Beneficial Ownership, to “Own”, be the “Owner” of or be “Owned” by) of 200,000 Purchaser Warrants that were issued to investors in Legacy’s initial public offering (the “Public Warrants”);

WHEREAS, the Share Exchange Agreement provides that Legacy will use its reasonable best efforts to obtain the vote or consent of the holders of at least 65% of the outstanding Public Warrants (the “Approval”) to amend that certain Warrant Agreement between Legacy and Continental Stock Transfer & Trust Company, dated as of November 16, 2017 (as amended from time to time, the “Warrant Agreement”), to provide, among other things, that each outstanding Purchaser Warrant shall no longer be exercisable to purchase one-half share of Purchaser Common Shares for $5.75 per half-share (subject to adjustment as provided in the Warrant Agreement) and instead shall be converted solely into the right to receive (i) if, at the Closing, the aggregate gross cash in the trust fund established by Legacy for the benefit of its public stockholders and the proceeds received by Legacy under the Subscription Agreements equals at least $225 million, $1.00 in cash or (ii) if, at the Closing, the aggregate gross cash in the trust fund established by Legacy for the benefit of its public stockholders and the proceeds received by Legacy under the Subscription Agreements is less than $225 million, $0.50 in cash (one-half of which shall be paid at the Closing) and 0.55 of a Purchaser Common Share (the “Warrant Agreement Amendment”); and

WHEREAS, the Share Exchange Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Representations and Warranties. The Holder represents and warrants to Legacy that the following statements are true and correct:

(a) The Holder has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Holder. This Agreement has been duly and validly executed and delivered by the Holder and constitutes a valid, legal and binding agreement of the Holder, enforceable against the Holder in accordance with its terms.

(b) The Holder is the Owner of 200,000 Public Warrants (the “Subject Warrants”) as of the date hereof, which constitutes all of the warrants in Legacy held by the Holder and its Affiliates as of the date hereof. The Holder has valid, good and marketable title to the Subject Warrants, free and clear of all Liens (other than Liens pursuant to this Agreement or any other Additional Agreements and transfer restrictions under applicable Law or under the certificate of incorporation or bylaws of Legacy). Except for this Agreement, the Holder is not party to any option, warrant, purchase right, or other contract or commitment that could require the Holder to sell, transfer, or otherwise dispose of the Subject Warrants. Except as set forth in this Agreement, the Holder is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of the Subject Warrants and the Holder has sole voting power and sole dispositive power with respect to all Subject Warrants, with no restrictions on the Holder’s rights of voting or disposition pertaining thereto and no Person other than the Holder has any right to direct or approve the voting or disposition of any of the Subject Warrants.

(c) The execution, delivery and performance by it of this Agreement and the consummation by the Holder of the transactions contemplated hereby do not: (i) conflict with or result in any breach of any provision of the governing documents of the Holder, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Holder is a party or by which its properties or assets may be bound, (iii) violate any Order or Law of any governmental Authority applicable to the Holder or its Subsidiaries, or any of their respective properties or assets (including the Subject Warrants), as applicable, or (iv) result in the creation of any Lien (other than Liens pursuant to this Agreement or any other Additional Agreements to which it is subject or bound and transfer restrictions under applicable Law or under the certificate of incorporation or bylaws of Legacy) upon its assets (including the Subject Warrants), except in the case of clauses (ii), (iii) and (iv) above, for violations which would not reasonably be expected to materially impact, impair or delay or prevent the ability of the Holder to consummate the transactions contemplated by this Agreement or have a material adverse effect on the ability of the Holder to perform its obligations hereunder.

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2. Agreements of Holder.

(a) Voting. The Holder hereby irrevocably and unconditionally agrees that from the date hereof, unless and until this Agreement is terminated in accordance with its terms, the Holder shall affirmatively vote all Subject Warrants (or cause them to be voted) or, if applicable, execute written consents in respect thereof, (i) for the adoption of the Warrant Agreement Amendment, (ii) against any action or agreement (including, without limitation, any amendment of any agreement) that Holder knows would result in a breach of any representation, warranty, covenant, agreement or other obligation of Legacy set forth in the Share Exchange Agreement, or of the Holder contained in this Agreement, and (iii) against any agreement (including, without limitation, any amendment of any agreement), amendment or other Legacy action that is intended or would reasonably be expected to prevent, impede, interfere with or delay obtaining the Approval, consummating the Warrant Agreement Amendment or any of the other transactions contemplated by the Share Exchange Agreement. Any such vote shall be cast (or such written consent shall be given) by the Holder in accordance with such procedures relating thereto so as to ensure that such vote (or written consent) is duly counted, including for purposes of establishing and determining that a quorum is present and for purposes of duly recording the results of such vote (or written consent). The Holder shall retain at all times the right to vote all Subject Warrants in its sole discretion and without any other limitation on those matters other than those set forth in this Section 2(a) that are at any time, or from time to time, presented for consideration to and for a vote by the holders of Public Warrants generally.

(b) Exchange. Unless this Agreement shall have been terminated in accordance with its terms, the Holder shall (i) as promptly as legally permissible and in any event not later than the second (2^nd) Business Day next following the effectiveness of the Warrant Agreement Amendment, validly exchange (or cause to be exchanged) all of the Subject Warrants in accordance with the terms of the Warrant Agreement Amendment, and (ii) not thereafter withdraw (or cause to be withdrawn) any Subject Warrants so exchanged; provided, further, to the extent Legacy determines, in its sole discretion, that it is advisable to conduct a tender offer for the Purchaser Warrants for the same consideration contemplated by the Warrant Agreement Amendment (the “Offer”) instead of obtaining the Approval, the Holder shall (x) as promptly as practicable and in any event not later than the second (2^nd) Business Day following the commencement of such Offer, validly tender (or cause to be tendered) into the Offer all of the Subject Warrants, pursuant to and in accordance with the terms of the Offer, and (y) not thereafter withdraw (or cause to be withdrawn) any Subject Warrants so tendered pursuant to the Offer.

(c) Publication. The Holder hereby consents to Legacy publishing and disclosing in the Purchaser SEC Documents the Holder’s identity and ownership of Subject Warrants and the nature of the Holder’s commitments, arrangements and understandings pursuant to this Agreement.

(d) After Acquired Securities. Any and all Purchaser Warrants as to which the Holder acquires Ownership after the date hereof and prior to termination of this Agreement shall constitute Subject Warrants, as applicable, for all purposes of this Agreement.

3. Covenants.

(a) Subject to the terms and conditions of this Agreement, the Holder hereby unconditionally and irrevocably agrees to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by Section 2 of this Agreement.

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(b) From the date hereof until the earlier of the Closing and the termination of the Share Exchange Agreement in accordance with its terms, the Holder hereby unconditionally and irrevocably agrees that it shall not, without the prior written consent of Legacy, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any Subject Warrants Owned by it, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Warrants or any securities convertible into, or exercisable, or exchangeable for, Subject Warrants Owned by it, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, (iii) except as provided by this Agreement, deposit any Subject Warrants into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Subject Warrants, or (iv) publicly announce any intention to effect any transaction specified in clauses (i), (ii) or (iii).

(c) Until any termination of this Agreement in accordance with its terms, the Holder shall promptly notify Legacy of the number of Purchaser Warrants, if any, as to which the Holder acquires Ownership after the date hereof.

4. Termination. This Agreement shall terminate, and have no further force and effect, if the Share Exchange Agreement is terminated in accordance with its terms prior to the Closing.

5. Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

6. Successors and Assigns. This Agreement shall be binding upon and inure solely to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other Party hereto. Any attempted assignment of this Agreement not in accordance with the terms of this Section 6 shall be void.

7. Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, all of the Parties hereto.

8. Governing Law. This Agreement shall be governed by the internal law of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York.

9. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the Parties intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

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10. Notices. Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, by 4:00PM on a Business Day, addressee’s day and time, on the date of delivery, and otherwise on the first Business Day after such delivery; (b) if by email, on the date that transmission is confirmed electronically, if by 4:00PM on a Business Day, addressee’s day and time, and otherwise on the first Business Day after the date of such confirmation; or (c) five (5) days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective Parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a Party shall specify to the others in accordance with these notice provisions:

If to Legacy:

Address: 1308 Race Street Suite 200 Cincinnati, Ohio 45202

Attention: Darryl McCall

Telephone: +1 (505) 820-0412

Email: darrylmccall@legacyacquisition.com

with a copy to:

DLA Piper

Address: 1201 West Peachtree Street, Suite 2800, Atlanta, Georgia 30309-3450

Attention: Gerry Williams

Telephone: 1 (404) 736-7891

Email: Gerry.Williams@us.dlapiper.com

If to the Holder:

Address:        Longfellow Investment Management Co., LLC

20 Winthrop Square

Boston, MA 02110

Attention:

Telephone: 617-695-3504

Email: compliance@longfellowim.com

11. Entire Agreement. This Agreement, the Share Exchange Agreement and the Additional Agreements constitute the entire agreement among the Parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.

LEGACY:
LEGACY ACQUISITION CORP.
By:	/s/ Edwin J. Rigaud
Name:	Edwin J. Rigaud
Title:	Chairman and Chief Executive Officer
HOLDER:
Longfellow Investment Management Co., LLC
By:	/s/ Michelle Martin
Name:	Michelle Martin
Title:	Vice President

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EX-99.1

Exhibit 99.1

Legacy Acquisition Corp. Announces Amendment to Terms of Business Combination

(New York, NY) -- March 13, 2020 -- Legacy Acquisition Corp. (NYSE: “LGC”) (“Legacy” or the “Company”), a publicly-traded Special Purpose Acquisition Company, in response to the recent dislocation in the equity markets, today announced that pursuant to an amendment (the “Amendment”) to the terms of the previously announced Amended and Restated Share Exchange Agreement, dated December 2, 2019, by and between Blue Valor Limited, a company incorporated in Hong Kong (the “Seller”), a wholly owned subsidiary of BlueFocus Intelligent Communications Group, Ltd. (“BFICG”), and Legacy, (i) the shares of Legacy’s common stock payable to the Seller at the closing of the business combination will be reduced by 3,000,000 shares, (ii) Legacy’s sponsor, Legacy Acquisition Sponsor I LLC (“Sponsor”), will transfer 3,500,000 outstanding shares of Legacy’s common stock back to Legacy which shares will be cancelled and cease to be outstanding, (iii) the Seller will be granted the right to receive 3,000,000 shares of Legacy’s common stock and (iv) the Sponsor will be granted the right to receive up to 2,000,00 shares of Legacy’s common stock, in each case, after the closing of the business combination subject to certain terms and conditions. The effectiveness of the Amendment is conditioned upon the approval of BFICG’s board of directors.

Upon the effectiveness of the Amendment:

● The shares of Legacy’s common stock payable to the Seller at the closing of the business combination (the “Closing”) will be reduced from 30,000,000 to 27,000,000 shares. The Sponsor will transfer 3,500,000 outstanding shares of Legacy’s common stock back to Legacy which shares will be cancelled and cease to be outstanding. The foregoing represent, in the aggregate, a reduction of 6,500,000 shares of Legacy’s common stock which would have been outstanding immediately following the Closing under the terms of the previously announced business combination.

● The Seller will be granted the right to receive such 3,000,000 shares of Legacy’s common stock after the Closing (the “Seller Post-Closing Shares”) (i) if post-Closing Legacy’s stock has a volume weighted average trading price of at least $20 per share for any 30 day period or if Legacy is sold for a share price of at least $20 per share after the Closing, or (ii) upon the 10^th anniversary of the Closing.

● The Sponsor will be granted the right to receive up to 2,000,000 shares of Legacy’s common stock after the Closing (the “Sponsor Post-Closing Shares”) as follows: (a) 1,000,000 shares, if post-Closing Legacy’s stock has a volume weighted average trading price of at least $15 per share for any 30 day period or if Legacy is sold for a share price of at least $15 per share after the Closing and (b) 1,000,000 shares, if post-Closing Legacy stock has a volume weighted average trading price of at least $20 per share for any 30 day period or if Legacy is sold for a share price of at least $20 per share after the Closing; provided, that the maximum number of Sponsor Post-Closing Shares that the Sponsor can receive is 2,000,000.

● The amount of the Seller Post-Closing Shares and the Sponsor Post-Closing Shares which may be received and the conditions for receiving the same are subject to certain adjustments as set forth in the Amendment.

Important Information About the Business Combination and the Amendment and Where to Find It

In connection with the proposed business combination contemplated by the Amended and Restated Share Exchange Agreement (as amended by the Amendment, the “Share Exchange Agreement”), Legacy filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) on December 2, 2019, and intends to file a definitive proxy statement with the SEC. Legacy’s security holders and other interested persons are advised to read the applicable proxy statement(s) and the amendments thereto and other relevant materials to be filed in connection with the business combination with the SEC, including, when available, a definitive proxy statement on Schedule 14A and documents incorporated by reference therein, as these materials will contain important information about the business combination. When available, the definitive proxy statement and other relevant materials for the business combination will be mailed to the applicable securityholders of Legacy as of a record date to be established for voting on the business combination. Stockholders will also be able to obtain copies of the preliminary proxy statements, the definitive proxy statements and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary, (513) 618-7161.

Participants in the Solicitation

Legacy and its directors and executive officers may be deemed participants in the solicitation of proxies from Legacy’s securityholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in Legacy will be contained in Legacy’s definitive proxy statements that will be filed with respect to the business combination and in its annual report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to: Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary, (513) 618-7161. Additional information regarding the interests of such participants will be contained in the proxy statement for the business combination when available.

The Seller, BFICG, and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the securityholders of Legacy in connection with the business combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be included in Legacy’s definitive proxy statements that will be filed with respect to the business combination.

2

Forward-Looking Statements:

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Legacy’s and the Blue Impact business’ actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “propose,” “plan,” “contemplate,” “may,” “will,” “shall,” “would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” “positioned,” “goal,” “conditional” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, our statements regarding the impact of the Amendment on our capital structure.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Legacy’s and the Blue Impact business’ control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Share Exchange Agreement; (2) the outcome of any legal proceedings that may be instituted against Legacy and other transaction parties following the announcement of the Share Exchange Agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the stockholders of Legacy or other conditions to closing in the Share Exchange Agreement; (4) the occurrence of any event, change or other circumstance that could otherwise cause the business combination to fail to close; (5) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed business combination; (6) the inability to obtain or maintain the listing of Blue Impact’s common stock on the New York Stock Exchange following the proposed business combination; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (8) the ability to recognize the anticipated benefits of the proposed business combination; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations; (11) the aggregate number of Legacy shares requested to be redeemed by Legacy’s stockholders in connection with the proposed business combination; (12) the ability of the Blue Impact business to ameliorate or otherwise mitigate its existing material weaknesses and any material weaknesses in internal control over financial reporting or significant deficiencies that may be identified in the future; (13) estimates for the financial performance of the Blue Impact business may prove to be incorrect or materially different from actual results; (14) the impact of coronavirus outbreak on capital markets and Blue Impact's business; and (15) other risks and uncertainties indicated from time to time in the proxy statement relating to the proposed business combination, including those under “Risk Factors” therein, and in Legacy’s other filings with the SEC. Legacy cautions that the foregoing list of factors is not exhaustive. Legacy cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Legacy does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.

 3

EX-99.2

Exhibit 99.2

Legacy Acquisition Corp. Announces Amendment to Share Exchange Agreement and
Expected Warrant Agreement Amendment

(New York, NY) -- March 13, 2020 -- Legacy Acquisition Corp. (NYSE: “LGC”) (“Legacy” or the “Company”), a publicly-traded Special Purpose Acquisition Company, announced today that, in response to the recent dislocation in the equity markets, Legacy has agreed to an amendment (the “Amendment”) to the terms of the previously announced Amended and Restated Share Exchange Agreement (as amended by the Amendment, the “Share Exchange Agreement”) with Blue Valor Limited, a company incorporated in Hong Kong (the “Seller”) and an indirect, wholly-owned subsidiary of BlueFocus Intelligent Communications Group (“BFICG”), pursuant to which Legacy will purchase all of the issued and outstanding shares of a newly formed and wholly-owned subsidiary of the Seller that at closing will hold the Blue Impact group business. The effectiveness of the Amendment is conditioned upon the approval of BFICG’s board of directors.

Under the terms of the Amendment and the warrant agreement amendment described below, among other things, Legacy will substantially reduce outstanding dilutive securities and simplify its capital structure and certain outstanding shares of Legacy’s common stock held by Legacy’s sponsor, Legacy Acquisition Sponsor I LLC (“Sponsor”), will be transferred back to the Company and cease to be outstanding. Separately, Legacy received today an update on operations of Blue Impact’s China-based Madhouse business.

Share Exchange Agreement Amendment

To facilitate the business combination, the Sponsor will transfer 3,500,000 outstanding shares of Legacy’s common stock back to Legacy which shares will be cancelled and cease to be outstanding. In consideration for such shares, the Sponsor was granted the right to receive up to 2,000,000 shares of common stock after the closing of the business combination (“Closing”) as follows: (a) 1,000,000 shares, if post-Closing Legacy stock has a volume weighted average trading price of at least $15 per share for any 30 day period or if post-Closing Legacy is sold for a share price of at least $15 per share and (b) 1,000,000 shares, if post-Closing Legacy stock has a volume weighted average trading price of at least $20 per share for any 30 day period or if post-Closing Legacy is sold for a share price of at least $20 per share; provided, that the maximum number of shares that the Sponsor can receive is 2,000,000.

In addition, the shares of Legacy’s common stock payable to the Seller at the Closing will be reduced from 30,000,000 to 27,000,000 shares. The foregoing represents a reduction of 3,000,000 shares of Legacy’s common stock which would have been outstanding immediately following the Closing under the terms of the previously announced business combination.

The Seller will be granted the right to receive such 3,000,000 shares of Legacy’s common stock following the Closing (the “Post-Closing Shares”) (i) if post-Closing Legacy’s stock has a volume weighted average trading price of at least $20 per share for any 30 day period or if Legacy is sold for a share price of at least $20 per share post-Closing, or (ii) upon the 10^th anniversary of the Closing. The amount of Post-Closing Shares which may be received and the conditions for receiving the same are subject to certain adjustments as set forth in the Amendment.

To facilitate the business combination, Legacy is considering a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Rule 506(c) (or other available exemption) of shares of common stock (a “PIPE Financing”) for up to $75 million in proceeds (before fees) solely to eligible accredited investors or qualified institutional buyers.

Warrant Agreement Amendment 

Legacy has 30,000,000 public warrants and 17,500,000 private placement warrants outstanding, each entitling a holder thereof the right to acquire 0.5 of a share of common stock at an exercise price of $5.75. Legacy has obtained voting agreements from a limited number of holders of its public warrants (holding approximately 65.9% of the outstanding public warrants) agreeing to vote in favor of an amendment of the warrant agreement under which the public and private placement warrants were issued.

Under the warrant agreement amendment, at or as promptly as practicable after the Closing each public warrant will be cancelled in exchange for (i) $1.00 in cash per warrant, if the aggregate gross cash proceeds from the trust (after redemptions) and any PIPE Financing equals at least $225 million or (ii) $0.50 in cash and 0.055 shares of common stock per warrant, if otherwise. 

To facilitate the business combination, the Sponsor has agreed that with respect to the 14,587,770 private placement warrants beneficially owned by it to accept only shares of common stock at a rate of 0.11 of a share of common stock per warrant (or 1,604,655 shares of common stock in total). The remaining 2,912,230 private placement warrants beneficially owned by certain institutional investors in the Sponsor may be exchanged, at the election of their beneficial owners, for the same stock consideration or the consideration to be received by the holders of the public warrants.

Madhouse Update

Blue Impact expects its China-based Madhouse business to achieve steady profit growth for full year 2020. This profit growth is expected notwithstanding uncertainties accompanying the coronavirus (COVID 19) outbreak. Several factors help moderate against a material adverse impact on the Madhouse business and its financial results, including:

● Madhouse’s business is dedicated to, and substantially all of its revenues are derived from, buying digital and mobile based advertising space for its paid media clients through its electronic ad platform;

● over 80% of Madhouse’s revenues come from China-based game developers, ecommerce web sites and app providers marketing to potential customers located primarily outside of China via  mobile and digital channels including Google, Facebook, and Twitter; and

● the ability of Madhouse’s employees to generally work and effectively operate and interface remotely with customers and other Blue Impact business employees.

2

Important Information About the Business Combination and Where to Find It

In connection with the proposed business combination contemplated by the Amended and Restated Share Exchange Agreement, Legacy filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) on December 2, 2019, and intends to file a definitive proxy statement with the SEC. In addition, in connection with the proposed warrant agreement amendment, Legacy intends to file a preliminary proxy statement with the SEC. Legacy’s security holders and other interested persons are advised to read the applicable proxy statement(s) and the amendments thereto and other relevant materials to be filed in connection with the business combination and warrant agreement amendment with the SEC, including, when available, a definitive proxy statement on Schedule 14A and documents incorporated by reference therein, as these materials will contain important information about the business combination and warrant agreement amendment, as applicable. When available, the definitive proxy statement and other relevant materials for the business combination and warrant agreement amendment will be mailed to the applicable securityholders of Legacy as of a record date to be established for voting on the business combination and warrant agreement amendment. Stockholders will also be able to obtain copies of the preliminary proxy statements, the definitive proxy statements and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary, (513) 618-7161.

Participants in the Solicitation

Legacy and its directors and executive officers may be deemed participants in the solicitation of proxies from Legacy’s securityholders with respect to the business combination and warrant agreement amendment, as applicable. A list of the names of those directors and executive officers and a description of their interests in Legacy will be contained in Legacy’s definitive proxy statements that will be filed with respect to the business combination and warrant agreement amendment, respectively, and in its annual report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to: Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary, (513) 618-7161. Additional information regarding the interests of such participants will be contained in the proxy statement for the business combination and warrant agreement amendment, respectively, when available.

The Seller, BFICG, and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the securityholders of Legacy in connection with the business combination or warrant agreement amendment. A list of the names of such directors and executive officers and information regarding their interests in the business combination or warrant agreement amendment, as applicable, will be included in Legacy’s definitive proxy statements that will be filed with respect to the business combination and warrant agreement amendment, respectively.

3

Forward-Looking Statements:

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Legacy’s and the Blue Impact business’ (including the Madhouse business’) actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “propose,” “plan,” “contemplate,” “may,” “will,” “shall,” “would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” “positioned,” “goal,” “conditional” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, our statements regarding the impact of the Amendment on our dilutive securities and capital structure, our statements regarding the warrant agreement amendment and the anticipated changes to be made to the terms of our warrants, and statements regarding Madhouse’s anticipated financial performance.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Legacy’s and the Blue Impact business’ control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Share Exchange Agreement, (2) the outcome of any legal proceedings that may be instituted against Legacy and other transaction parties following the announcement of the Share Exchange Agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the stockholders of Legacy or other conditions to closing in the Share Exchange Agreement; (4) the occurrence of any event, change or other circumstance that could otherwise cause the business combination to fail to close; (5) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed business combination; (6) the inability to obtain or maintain the listing of Blue Impact’s common stock on the New York Stock Exchange following the proposed business combination; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (8) the ability to recognize the anticipated benefits of the proposed business combination; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations; (11) the aggregate number of Legacy shares requested to be redeemed by Legacy’s stockholders in connection with the proposed business combination; (12) the ability of the Blue Impact business to ameliorate or otherwise mitigate its existing material weaknesses and any material weaknesses in internal control over financial reporting or significant deficiencies that may be identified in the future; (13) estimates for the financial performance of the Blue Impact business may prove to be incorrect or materially different from actual results; (14) the impact of coronavirus outbreak on capital markets and Blue Impact's business; and (15) other risks and uncertainties indicated from time to time in the proxy statement relating to the proposed business combination, including those under “Risk Factors” therein, and in Legacy’s other filings with the SEC. Legacy cautions that the foregoing list of factors is not exhaustive. Legacy cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Legacy does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

4

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.

Any securities that may be offered pursuant to any PIPE Financing will not be registered under the Securities Act, or any state securities laws, and until so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

 5

EX-99.3

Exhibit 99.3

For Discussion & General Information Purposes Only Investor Presentation February 2020

2 Disclaimer This presentation (“Presentation”) is for informational purposes only. This presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. No offer of securitiesshall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. This Presentation has been prepared to assist parties in making their own evaluation with respect to a proposed business combination (the “Transaction”) as contemplated by the definitive share exchange agreement between Legacy Acquisition Corp. (“Legacy”) and Blue Valor Limited, the indirect, wholly-owned subsidiary of BlueFocus Intelligent Communications Group (“BFICG”), and for no other purpose. Under the definitive agreement, Legacy will purchase all of the issued and outstanding shares of a newly formed and wholly-owned subsidiary of BFICG that at closing will hold the Blue Impact group business --a digital-first, integrated and intelligent, global advertising & marketing services group (“Blue Impact” or the “Company”). This Presentation is not intended to form the basis of any investment or other decision with respect to the proposed Transaction or otherwise. Certain information contained herein has been derived from sources prepared by third parties. While such information is believedto be reliable for the purposes used herein, neither Legacy nor the Company makes any representation or warranty with respect to the accuracy of such information. The Blue Impact design logo and “Blue Impact” are the property of the Company. Other trademarks and trade names referred to in this Presentation are the property of their respective owners. All references made to Blue Impact and the Companyinclude predecessor organizations as well. This Presentation does not purport to contain all of the information that may be required to evaluate a possible investment or other decision with respect to Legacy. The recipient agrees and acknowledges that this Presentation is not intended to form the basis of any investment or other decision by the recipient and does not constitute investment, tax or legal advice. No representation or warranty, express or implied, is or will be given by Legacy or the Company or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this Presentation or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of a possible Transaction between Legacy and the Company, and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. The recipient also acknowledges and agrees that the information contained in this Presentation is preliminary in nature and is subject to change, and any such changes may be material. Legacy and the Company disclaim any duty to update the information contained in this Presentation, which information is given only as of the date of this Presentationunless otherwise stated herein. This Presentation contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the SecuritiesAct of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding Legacy and the Companyand the potential Transaction between Legacy and the Company and their respective management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on Legacy’s and the Company’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond Legacy’s and the Company’s control, that could cause the actual results to differ materially from the expected results. Factors that may causesuch differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the share exchange agreement, (2) the outcome of anylegal proceedings that may be instituted against Legacy and other transaction parties following the announcement of the share exchange agreement and the transactions contemplated therein; (3) the inability to complete the proposed Transaction, including due to failure to obtain approval of the stockholders of Legacy or other conditions to closing in the share exchange agreement; (4) the occurrence of any event, change or other circumstance that could otherwise cause the Transaction to fail to close; (5) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed Transaction; (6) the inability to obtain or maintain the listing of Blue Impact’s common stock on the New York Stock Exchange following the proposed Transaction; (7) the risk that the proposed Transaction disrupts current plans and operations as a result of the announcement and consummation of the proposed Transaction; (8) the ability to recognize the anticipated benefits of the proposed Transaction,which may be affected by, among other things, competition, the ability to integrate the Blue Impact businesses, and the ability of the combined business to grow and manage growth profitably; (9) costs related to the proposed Transaction; (10) changes in applicable laws or regulations; (11) the possibility that the Blue Impact business or the combined company may be adversely affected by other economic business, and/or competitive factors; (12) the aggregate number of Legacy shares requested to be redeemed by Legacy’s stockholders in connection with the proposed Transaction; (13) the risk that current trends in digital media and marketing decelerate or do not continue; (14) the ability of the Blue Impact business to ameliorate or otherwise mitigate its existing material weaknesses and any material weaknesses in internal controlover financial reporting or significant deficiencies that may be identified in the future; (15) estimates for the financial performance of the Blue Impact business may prove to be incorrect or materially different from actual results; and (16) other risks and uncertainties indicated from time to time in the proxy statement relating to the proposed Transaction, including those under “Risk Factors” therein, and in Legacy’s other filings with the SEC. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Legacy and the Company do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Financial Statements 2016 interim and pro forma financial information is not audited. There can be no assurance that the final results for 2016, any interim periods and the pro forma financial information, if it were to be audited will not differ from the results provided in this presentation, including as a result of review adjustments. As a result of the foregoingconsiderations and the other limitations described herein, investors are cautioned not to place undue reliance on this unaudited financial information.

3 Disclaimer (Continued) Use of Non-GAAP Information This Presentation contains numbers that are not required by, or presented in accordance with, GAAP, including Pro Forma AdjustedNet Revenue, Pro Forma Adjusted EBITDA, Acquired EBITDA, Unadjusted EBITDA and Adjusted EBITDA (collectively, our “Non-GAAP Measures”). Our Non-GAAP Measures are not GAAP measures of our financialperformance or liquidity and should not be considered as alternatives to net income (loss) as a measure of financial performance, cash flows from operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. They should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, our Non-GAAP Measures exclude certain non-recurring and other charges and income items. You should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in Our Non-GAAP Measures. Our presentation of Our Non-GAAP Measures should not be construed to imply that our future results will be unaffected by any such adjustments. Management compensates for these limitations by relying primarily on our GAAP results and by using our Non-GAAP Measures as supplemental information. Our Non-GAAP Measures are not necessarily comparable to other similarly titled captions ofother companies due to different methods of calculation. A reconciliation of some of our Non-GAAP Measures to the nearest comparable GAAP measure can be found at slide 46 of this presentation. A reconciliation for our 2020E Non-GAAP Measures to the most directly comparable GAAP financial measures is not included, because, without unreasonable efforts, we are unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate these Non-GAAP Measures, including, but not limited to, (a) expenses associated with the opening, closing or moving of offices, (b) the net loss or gains on the sale of assets or associated with certain past M&A and future financing and other transactions, (c) other expenses that we do not believe are indicative of our ongoing operations,as well as (d) gains and losses related to foreign currency exchange rates. Projections and Historical Financial Information Any estimates, forecasts or projections set forth in the Presentation have been prepared by Legacy and the Company in good faithon a basis believed to be reasonable. Such estimates, forecasts and projections involve significant elements of subjective judgment and analysis and reflect numerous judgments, estimates and assumptions that are inherently uncertain in prospective financial information of any kind. As such, no representation can be made as to the attainability of such estimates, forecasts and projections. The recipient is cautioned that such estimates, forecasts or projections have not been audited and have not been prepared in conformity with generally accepted accounting principles (“GAAP”). The risks and other factors that could impact theCompany’s ability to attain projected results include, but are not limited to, those mentioned in the prior paragraphs. The recipient therefore should not rely on the estimates, forecasts or projections contained in the Presentation. Blue Impact’s Organization Prior to the consummation of the contemplated Transaction, Blue Valor Limited, an indirect wholly-owned subsidiary of BFICG organized in Hong Kong, will contribute its interests in the Vision 7 Group, We Are Social, Madhouse, Metta and Fuseproject into its newly formed wholly owned subsidiary, Blue Impact (Cayman) Limited organizedinthe Cayman Islands (the “Blue Impact Target”). At closing of the contemplated Transaction, Legacy will acquire Blue Impact Target, thereby acquiring control of the Vision 7 Group, We Are Social, Madhouse, Metta and Fuseproject. Following closing of the proposed Transaction, Legacy will change its name to Blue Impact Inc. Neither the Securities and Exchange Commission (the “SEC”) nor any securities commission of any other U.S. or non U.S. jurisdiction has approved or disapproved of the Transaction contemplated hereby or determined that this Presentation is truthful or complete. Any representation to the contrary is a criminal offense.

4 The Legacy SPAC Solution: Create shareholder value with a digital-first, integrated and intelligent, global advertising & marketing services company Our Goal: $1.0 Billion+ in Revenue

5 Today’s Participants Legacy Acquisition Corp. Brett Marchand CEO, Blue Impact (2) He Shen Interim CFO and Chief Development Officer –M&A, Blue Impact (3) Blue Impact Darryl McCall President & COO, Legacy Holly Zheng Executive Chairwoman, Blue Impact (1) ▪ 14 years with Blue Impact and predecessors including as CEO of BFICG’s largest acquisition outside China ▪ Previously held senior marketing roles with Molson Coors, Campbell Soup, Procter & Gamble ▪ 30 years experience of marketing / advertising ▪ 5 years with Blue Impact and predecessors as well as service on the Board of Directors for BlueFocus Intelligent Communications Group (BFICG) ▪ Previously held executive positions at various technology companies including Marvell Semiconductor, ST- Ericsson and NXP ▪ 18 years experience of marketing and sales experience ▪ 3 years with Blue Impact ▪ Previously served as Co- Head of Strategic Transactions Group at Lloyds Banking Group ▪ Previously worked as an investment banker at Merrill Lynch, DLJ and Credit Suisse in New York and London for 10 years ▪ 23 years experience in corporate finance and investment banking ▪ Former EVP and Executive Committee Member at Coty ▪ Spent 30 years at Procter & Gamble (“P&G”) as a VP of Product Supply and GM of Global Personal Cleansing Care, where he oversaw 37 manufacturing centers and 16,000 employees ▪ More than 35 years of consumer operating experience (1) Currently CEO and President of BlueFocus International. Expected Executive Chairwoman of Blue Impact. | (2) Currently CEOofVision 7 and Executive Chairman of Cossette. Expected CEO of Blue Impact. | (3) Currently CFO of BlueFocus International. Expected Interim CFO and Chief Development Officer –M&A of Blue Impact.

6 I. Introduction II. Key Investment Highlights III. Executing the Growth Strategy IV. Financial Overview Appendix Today’s Agenda

Introduction

8 ▪ $300 Million special purpose acquisition corporation –equity raised on November 21, 2017 ▪ The Legacy Team: Former Procter & Gamble executives with extensive operating experience ▪ Consumer Packaged Goods and Marketing focus ▪ Legacy’s Unique Perspective: xExperience with Procter & Gamble, one of the largest advertisers in the world xSignificant experience with consumer insights, brand building, and innovation Legacy Acquisition Corp. at a Glance Overview

9 Legacy and Blue Impact: A Powerful, Digital Platform (1) eMarketer as of October 2019. ($ in Billions) Digital Marketing –Strong Industry Tailwinds Blue Impact –Goal of $1 Billion+ Revenue ▪ Solutions rooted in digital and mobile, including increased use of intelligent advertising ▪ Disruptors of traditional brand promotion channels ▪ Acceleration of audience fragmentation is, among other factors, driving the need for enhanced delivery and client support by service providers ▪ Chinese-based global brands and China as an advertising power market have been on the rise Digital Ad Spend Traditional Ad Spend Total AdSpend CAGR: 8% (1) (Digital Ad Spend CAGR:20%) (1) ▪ A digital-first, integrated and intelligent, global advertising & marketing services company ▪ Excellent fit with Legacy’s management team’s skills ▪ Meets Legacy’s investment criteria xRapidly growing sector undergoing significant displacement ▪ Consumer and social insights are changing how individuals interact with brands xEnterprise value fits Legacy’s criteria $340 $337 $337 $333 $192 $234 $285 $330 $532 $572 $622 $663 2016 2017 2018 2019E

10 Blue Impact: A Digital-first, Integrated & Intelligent, Global Advertising & Marketing Services Company Note: 2020estimates are based on the assumption that the average foreign exchange rate for 2020would equal the average foreign exchange rate of 2018. | (1) Based on 2016–2020E Net Revenue CAGR. 2016 figures are unaudited. | (2) Net Revenue = Revenue, excluding Billable Expenses. | (3) Defined as Adjusted EBITDA / Net Revenue. | (4) Based on LTM 6/30/2019 Net Revenue. $83.8m 2020E Adjusted EBITDA Est. 13% (1) 4-year Net Revenue Growth (2) 22% 2020E Adjusted EBITDA Margin (3) 2,500+ Employees 69% (4) Digital Revenue $375.1m 2020E Net Revenue (2) x Broad, award-winning digital capabilities under a synergistic multi-brand strategy x Nimble and integrated model strategy x Client base of blue chip brands and digital disruptors x Presence in China with strategic relationships in place to accelerate growth x Primed for growth through organic expansion and opportunistic M&A x Talented and tightly knit management team with track record of creating value Established global presence, strong financial performance and designed for scale Geographies in which Blue Impact has clients % of 2018 Pro Forma Net Revenue North America: 62.5% Europe / M.E.: 16.9% Asia Pacific: 20.6%

11 Why Legacy Chose Blue Impact An Advertising & Marketing Services Company of the Future: Digital-first, Integrated & Intelligent A simple and nimble structure built around Owned, Paid, Earned and Shared media Blue chip clients across multiple verticals and serving leading digital disruptors with a platform for growth in China Targeting double digit revenue growth and ~20% Adjusted EBITDA Margins (1) Talented and tightly knit management team with track record of creating value Primed for growth –ability to scale with organic expansion and opportunistic M&A Marketing and operational expertise, and a broad network of client relationships Substantial capital available to supercharge Blue Impact’s growth Attractive valuation upside relative to marketing services peer group Valuation Legacy Provides Key Investment Highlights 1 2 3 4 5 6 7 8 9 (1) Based on 2020 estimates; Adjusted EBITDA Margin defined as Adjusted EBITDA / Net Revenue; Net Revenue = Revenue, excluding Billable Expenses.

12 Transaction Overview Overview of Key Terms ▪ Pro forma enterprise value of $559 million ▪ Represents a 6.67x EV / 2020E Adjusted EBITDA multiple ▪ Implies a significant discount to public peers ▪ BlueFocus Intelligent Communications Group (“BFICG”) ▪ Rolling 100% of equity in Blue Impact ▪ Will own 43.4% (2) of the pro forma Company immediately after closing ▪ Can receive additional consideration up to $222 million based on 3- year average annual adjusted EBITDA growth rate for Blue Impact’s Madhouse subsidiary; the maximum payment at an average growth rate = 25.0% can possibly be paid in additional shares) (7) ▪ Blue Impact is expected to be well-capitalized with Legacy’s contribution of up to $152 million of cash on balance sheet to fund organic growth, future acquisitions and subsidiaries’ earn-outs ▪ Blue Impact is expected to have negative pro forma net leverage following the close of the transaction (8) Illustrative Pro Forma Equity Ownership (9) Pro Forma Valuation ($MM) Sources and Uses ($MM) Note: $ in Millions except per share amounts; 2020 estimates are based on the assumption that the average foreign exchange rate for 2020 would equal the average foreign exchange rate of 2018. | (1) Reflects the balance in the Trust Account as of January 27, 2020. In connection with the extension amendment, 694,820 Legacy shares were redeemed and the seller agreed to ma ke certain loans for deposit into the trust fund equal to $0.03 per unredeemed share, or approximately $880,000, for each month that the transaction deadline is extended from November 21, 2019 until May 20, 2020, plus certain agreed costs and expenses. Three such loans have already been made. | (2) Data assumes $75.0 million of additional redemptions by Legacy’s public shareholders. | (3) Assumes 7.5 million shares are issued at $10.00 per share. Assumes Legacy Founders forfeit 608,108 Class F Shares and the same number of new common shares of Blue Impact will be issued in connection with the PIPE. | (4) Assumes 15.0 million outstanding warrants are tendered at $1.00 per warrant in cash and 15.0 million outstanding warrants are tendered at $1.10 per warrant in common shares. If the balance of cash in trust and PIPE proceeds is less than $225.0 million due to shareholder redemptions, warrants will be tendered for common shares at a ratio of 0.11. | (5) Does not include outstanding warrants. | (6) Assumes Legacy Founders surrender 3.5 million of Class F Shares and forfeit 608,108 Class F Shares in connection with the PIPE. | (7) Additional detail on terms and conditions for the additional consideration is included in the appendix. | (8) Defined as ((Pro Forma Total Debt –Pro Forma Cash) / Adjusted EBITDA). | (9) Excludes deferred shares to Legacy Founders (converted from Legacy Class F shares) and deferred shares to BFICG, which vest, adjusted for dividends to shareholders, if Blue Impact is acquired at $20.00 per share, its shares have a 30 -day VWAP of $20.00 per share, or after 10 years. Holders Shares (MM) % Existing Legacy Shares - IPO Investors (2) (5) 22.1 35.5% New Legacy Shares - BFICG (2) 27.0 43.4% PIPE Investors (3) 8.1 13.0% Existing Legacy Shares - Legacy Founders (6) 3.4 5.5% New Legacy Shares - Warrant Holders (4) 1.7 2.7% Total Shares Outstanding 62.2 100.0% Sources of Funds Legacy Cash in Trust (1) (2) $228.7 New Legacy Shares - BFICG 270.0 PIPE (3) 75.0 Assumption of Blue Impact Net Debt 40.0 New Legacy Shares - Warrant Holders (4) 16.5 Total Sources $630.2 Uses of Funds Rollover of BFICG Equity $270.0 Cash to Balance Sheet 151.7 Purchase of Existing Minority Interest 90.0 Assumption of Blue Impact Net Debt 40.0 Estimated Fees & Expenses 47.0 Warrant Tender (4) 31.5 Total Uses $630.2 Pro Forma Shares Outstanding 62.2 Legacy Illustrative Price per Share $10.00 Equity Value $622.2 Plus: Blue Impact Net Debt 40.0 Plus: PV of Blue Impact Acquisition-related Liabilities 48.0 Less: Pro Forma Cash (151.7) Pro Forma Enterprise Value $558.5 Implied Valuation Pro Forma EV / 2020E Adjusted EBITDA ($83.8 million) 6.67x Pro Forma EV / 2021E Adjusted EBITDA ($92.2 million) 6.06x

13 Peer Benchmarking Comparison Source: Company filings for Specialty Marketing Services and Traditional Agency HoldCos peer groups, Capital IQ and Wall Street consensus research.| Note: Market data as of 02/14/20; Multiples greater than 50x or less than 0x are listed as "N/M.“|(1) Traditional Agency HoldCos peer group consists of Dentsu, IPG, Omnicom, Publicis and WPP. |(2) Blue Impact EV / Adjusted EBITDA multiples based on implied enterprise value of $558.5 million,2020E Adjusted EBITDA of $83.8 million (organic only) and 2021E Adjusted EBITDA of $92.2million (organic only); 2020 and 2021 estimates are based on the assumption that the average foreign exchange rates for 2020 and 2021 would equal the average foreign exchange rate of 2018. | (3) Based on Net Revenue equivalent for peer group; Net Revenue = Revenue, excluding Billable Expenses. | (4) Defined as Adjusted EBITDA / Net Revenue. Average 12.0x 10.6x 8.2% 12.2% 15.4% 1.4% Traditional Agency HoldCos Average 8.2x 7.9x 2.5% 4.6% 17.8% 4.3% Overall Average 10.3x 9.4x 5.6% 8.7% 16.5% 2.7% 2020E Adj. EBITDA Margin Dividend Yield 2020E-2021E Adj. EBITDA Growth Specialty Marketing Services EV/2020E Adj. EBITDA EV/2021E Adj. EBITDA 2020E-2021E Net Revenue Growth 18.5x 17.1x 12.9x 8.5x 7.8x 7.2x 14.5x 15.5x 12.1x 7.6x 7.2x 6.7x 20.9% 8.6% 2.0% 6.4% 5.7% 5.8% 27.1% 10.6% 6.7% 12.1% 9.3% 7.1% 16.6% 17.6% 9.7% 21.2% 20.0% 7.1% N/A N/A 0.6% 1.5% 3.2% 3.1% (2) 6.7x 6.1x 8.0% N/A22.3%10.0% (3) (4) (1)

14 ` Backed by an Established Industry Leader BFICG at a Glance BlueFocus Intelligent Communications Group (“BFICG”) is the largest marketing and communication services group in China by both revenue and market capitalization ▪Founded in 1996 and headquartered in Beijing, BFICG employs 5,400+ team members and generated $3.5 billion (1) of revenue in 2018 ▪Today, BFICG serves 3,000+ clients globally that range from blue-chip brand names to emerging disruptive companies ▪Founded as a PR agency, BFICG has expanded its offerings through both organic growth and acquisitions, delivering a comprehensive suite of solutions across the marketing services landscape ▪In its endeavor to become a global industry leader, BFICG has made several high-profile acquisitions, which are highlighted below Global marketing communications network headquartered in Canada Global social media specialist headquartered in the U.K. Product and digital design agency headquartered in the U.S. Full service marketing agency headquartered in Hong Kong, China Mobile performance marketing platform headquartered in China BFICG Highlighted Acquisitions (1) Gross revenue as reported under PRC GAAP.

15 Blue Impact will own and operate BFICG’s international subsidiaries and Madhouse BFICG will be the largest shareholder and be keenly focused on significant Blue Impact value creation xBFICG is rolling 100% of its equity in Blue Impact into the transaction xLegacy will provide access to growth capital and a public currency to support the growth of Blue Impact BFICG and Blue Impact will mutually benefit from shared technology, client relationships, media networks, and other resources BFICG is committed to the "Go Global" and "Go Digital“ growth strategy xBlue Impact will become BFICG's new platform to further expand in core international markets and key marketing service disciplines xThe transaction is expected to position Blue Impact as the cross-selling service provider for BFICG's clients globally Legacy and Blue Impact: A Highly Synergistic and Valuable Collaboration

Key Investment Highlights

17 Talented and tightly knit management team with track record of creating value Blue chip clients across multiple verticals and serving leading digital disruptors with a platform for growth in China 3 Targeting double digit revenue growth and ~20% Adjusted EBITDA Margins (1) 4 Primed for growth –ability to scale with organic expansion and opportunistic M&A 5 A simpleand nimble structure built around Owned, Paid, Earned and Shared media 2 An Advertising & Marketing Services Company of the Future: Digital-first, Integrated & Intelligent 1 Blue Impact Investment Highlights 6 (1) Based on 2020 estimates; Adjusted EBITDA Margin defined as Adjusted EBITDA / Net Revenue; Net Revenue = Revenue, excluding Billable Expenses.

18 An Advertising & Marketing Services Company of the Future: Digital-first, Integrated & Intelligent 1 x Complex structure with dozens of overlapping businesses x Built for Traditional Clients x Slow organic growth x Rooted in digital, mobile, social & CRM x Focused on collaboration & synergy through an integrated service model x Strong organic revenue & profit growth x Minimal collaboration & synergy between siloed businesses x Rooted in traditional media & agencies x Simple and Nimble Structure x Built for blue chip clients & digital disruptors x Model that relies on outputs & professional fees x Model pivoting towards transparent, client-focused outcomes Traditional Advertising Holding Co. (1) (1) Representative Traditional Agency Holding Cos. consist of Dentsu, IPG, Omnicom, Publicis and WPP.

19 A Simple and Nimble Structure Built around Owned, Paid, Earned and Shared Media 2 Google Cloud NCAA Campaign Narcos campaign for Netflix Owned media Paid media Shared media • Deliver marketing & brand campaigns • Strategy, creative & production services • Brand, content, product & user design • Socially-led strategy & creative • Design, content & production services • Social insights & analytics • Encompasses elements of Owned, Paid and Earned media, all focused on social media platforms • Deliver communication advice & campaigns • Experiential, influencer & media relations • Brand, Corporate, Healthcare & Tech PR Earned media • Media consulting planning & buying services • Digital, search, social & programmatic media • Channel optimization, performance & ROI Michael B. Jordan for McDonald’s Madhouse oversees digital advertising campaign for NetEase, Inc. (NASDAQ: NTES)

20 Blue Chip Clients Across Multiple Verticals and Serving Leading Digital Disruptors with a Platform for Growth in China 3 Selected Blue Chip Brands Selected Digital Disruptors Source: Company-provided financials. | (1) Calculation based on top 150 Blue Impact clients across all agencies; Net Revenue = Revenue, excluding Billable Expenses. % of 2018 Pro Forma Net Revenue: 44% (1) % of 2018 Pro Forma Net Revenue: 37% (1)

21 $234 $251 $307 $337 $375 $105 $109 $143 $162 $177 $338 $360 $451 $499 $552 2016 2017 2018 LTM 6/30/19 2020E Targeting Double Digit Revenue Growth and ~20% Adjusted EBITDA Margins 4 ($ in Millions) Historical and Projected Revenue Historical and Projected Adjusted EBITDA (1) ($ in Millions) Source: Company-provided financials. | Note: 2020 estimates are based on the assumption that the average foreign exchange rates for 2020 would equal the average foreign exchange rate of 2018. | (1) 2016-2018 and LTM 6/30/19 Adjusted EBITDA amounts are adjusted to include $5.0MM of annual public company costs for illustrative comparability to 2020 estimates. | (2) Net Revenue = Revenue, excluding Billable Expenses. | (3) Defined as Adjusted EBITDA / Net Revenue. 2016-2020E Net Revenue CAGR: 13% Adjusted EBITDA Margin % (3) 2016-2020E Adj. EBITDA CAGR: 23% Billable ExpensesNet Revenue (2) Revenue $37 $38 $62 $71 $84 15.7% 15.0% 20.0% 21.0% 22.3% 2016 2017 2018 LTM 6/30/19 2020E

22 Talented and Tightly Knit Management Team with Track Record of Creating Value 5 Holly Zheng Executive Chairwoman ▪5 years with Blue Impact and predecessors as well as service on the Board of Directors for BlueFocus Intelligent Communications Group (BFICG); currently CEO and President of BlueFocus International ▪18 years experience of marketing and sales experience BFICG board member; oversees international business development He Shen Interim CFO and Chief Development Officer –M&A ▪3 years with Blue Impact; currently CFO of BlueFocus International ▪23 years experience in corporate finance and investment banking Financial reporting and strategic transactions including M&A and capital market financings Brett Marchand CEO ▪14 years with Blue Impact and predecessors including as CEO of BFICG’s largest acquisition outside China; currently CEO of Vision7 and Executive Chairman of Cossette ▪30 years experience of marketing / advertising Global operations & directing the growth plan NickCowling ▪President of Citizen Relations, Global ▪9 years with Blue Impact and predecessors ▪Led the design of Citizen’s new agency model that helped the company grow to the 4th largest communications firm in the country Earned Media, Global Blue Impact will be led by a highly experienced management team with a deep bench of category experts (1) Name Selected Prior ExperiencePrimary Responsibility MélanieDunn ▪President and CEO of Cossette ▪17 years with Blue Impact and predecessors ▪Led integration of owned media / creative service model in Canada Owned Media, Canada JosephLeon ▪President and CEO of Vision7 Media ▪6 years with Blue Impact and predecessors ▪Led digital strategy expansion and move to performance media Paid Media, North America & EMEA NathanMcDonald ▪Co-Founder and CEO of We Are Social ▪11 years with Blue Impact and predecessors ▪Led international expansion of We Are Social into 10 markets Shared Media, Global Yves Behar Owned Media, US & Europe ▪Founder and CEO of Fuseproject ▪19 years with Blue Impact and predecessors ▪Led brand and product design for many successful disruptors in Silicon Valley CharlieRuan ▪President of Madhouse ▪12 years with Blue Impact and predecessors ▪Led Madhouse’s expansion to serve both brand advertisers as well as app developers in global markets Paid Media, Asia (1) This slide reflects the expected management team upon the consummation of the Transaction.

23 Primed for Growth –Ability to Scale With Organic Expansion and Opportunistic M&A 6 ▪ Grow disruptor clients with Blue Impact’s unique digital-first platform ▪ Grow with BFICG’s clients as they expand internationally ▪ Leverage Legacy’s network to grow Blue Impact’s blue chip client base Accelerate Growth with High Growth High Spend Clients A ▪ Grow scale through geographic expansion of capabilities and M&A in critical, markets to fill out Blue Impact’s suite of services in that geography ▪ Employ a disciplined approach in assessing potential strategic acquisitions Expand Capabilities Geographically B ▪ Drive revenue and increased efficiency and margin expansion through the scalable integrated service model Replicate the Proven Integrated Service Model C ▪ Expansion of “MaaS” offerings to drive margin accretion ▪ Blue Impact is well- positioned to grow its presence in MaaS Pursue Profitable Growth Through Marketing as a Service (“MaaS”) D Our Goal: $1.0 Billion+ in Revenue

Executing the Growth Strategy

25 $392 $222 $102 $29 $22 $11 $6 $5 $3 17% 16% 19% 19% 23% 21% 23% 14% 28% A Accelerate Growth with High Growth High Spend Clients Digital Disruptors Growing Aggressively Blue Impact Is Uniquely Positioned for Disruptors ($ in Billions) ▪ Business Development team focused exclusively on Digital Disruptors and the VC’s who are funding them ▪ M&A focused on businesses with strong Disruptor client list ▪ Acquired a dedicated media and events company to be used to drive awareness of Blue Impact with digital disruptive clients Grow disruptor clients with Blue Impact’s unique digital-first platform Strategy to Accelerate Growth ▪ 69% of LTM 6/30/2019 Net Revenue in digital, with capabilities focused on mobile, social, CRM and performance Media ▪ Strong capabilities, disruptor client credentials and history in San Francisco / Silicon Valley ▪ Investments in technology, AI and data are particularly attractive to these clients ▪ Demonstrated track record for success: Digital Disruptors already account for a significant portion of Blue Impact Net Revenue and present incremental upside: 2020E Revenue 2020E Growth Source: Company-provided financials and Capital IQ. | Note: 2020 estimates are based on consensus estimates from Wall Street equity research as of 02/14/20. | (1) Adjusted Revenue, which excludes transaction-based costs, bitcoin costs and Starbucks activity. | (2) Calculation based on top 150 Blue Impact clients across all agencies; Net Revenue = Revenue, excluding Billable Expenses. (1) 2018 Net Revenue by Client Type (2) Mobile / Tech / Disruptor 37.4% Blue Chip / International 44.2% Other / Regional Brands 18.4%

26 A Blue Impact is well-positioned to growas BFICG’s clients expand internationally ▪ BFICG’s Chinese clients currently purchase $2.0 billion of media on Google and Facebook ▪ Blue Impact is uniquely positioned to sell add-on services to BFICG and other Chinese clients with its Owned, Paid, Earned and Shared platforms and strong footprint in North America and Europe Clients inChina $2.0 Billion Spend China Continues to Grow Aggressively Blue Impact Already has a Significant Platform with Chinese Clients to Build on (1) Bloomberg, Fortune, S&P and McKinsey Global Institute analysis. | (2) McKinsey (2019). | (3) Per the 2019 Holmes Report. | (4) Gross revenue as reported under PRC GAAP. Blue Impact’s Recognition ▪ Google’s 2018 “Agency of the Year”(one of only two winners globally alongside WPP) ▪ Facebook’s 2018 “Agency of the Year”in China BFICG is the Leading Provider to Clients in China Global Holding Groups/ Networks Ranking (3) Rank Agency HQ 1 WPP 2 Omnicom PR Group 3 Interpublic Group 4 DJE Holdings 5 PROI Worldwide 6 Publicis Group 7 8 Huntsworth Group 9 Next 15 10 IPREX Significant Scale Relative to Peers ($ in Billions) 2018 Revenue (4) $1.6 $1.8 $1.8 $2.1 $3.5 Accelerate Growth with High Growth High Spend Clients (Continued) ~$6 Trillion growth in Chinese consumption expected leading up to 2030, comparable with the United States and Western Europe (2) 0 20 40 60 80 100 120 140 160 180 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 United States China Japan Germany United Kingdom Australia Number of Companies in Global Fortune 500 (1)

27 A Management Leverage Legacy’s network to grow Blue Impact’s blue chip client base Kenneth Robinson (1) Member, Advisory Council Manuel Perez de la Mesa Member, Advisory Council Jules Kaufman Member, Advisory Council Lloyd Ward Co-Chairman, Advisory Council Ronald Tysoe Member, Advisory Council Kimberly Blackwell Member, Advisory Council Jim Stengel Member, Advisory Council Gary McCullough Co-Chairman, Advisory Council Advisory Council x Highly complementary expertise in managing leading brands in the U.S. and globally x 9current/former CEOs and CFOs and over 27 current/former board positions at public companies Steven Davis Director Member, Advisory Council Richard White (1) Director Andrew Code Director Member, Advisory Council Sengal Selassie Director Independent Directors Edwin Rigaud Chairman and CEO Director William C. Finn CFO Darryl McCall (1) President and COO, Director Geoffrey Marshall Member, Advisory Council (1) Expected director of Blue Impact. Accelerate Growth with High Growth High Spend Clients (Continued)

28 Expand Capabilities Geographically B Capabilities North America Canada U.S. Europe Middle East China Rest of APAC EMEA Asia Owned ▪ Cossette & Camps Collective ▪ Eleven ▪ Fuseproject ▪ Select capabilities through We Are Social ▪ Select capabilities through We Are Social ▪ Metta ▪ Strategic relationship with BFICG ▪ Fuseproject ▪ Select capabilities through We Are Social Earned ▪ Citizen Relations ▪ PR platform with Citizen Relations ▪ Experiential and influencer marketing with The Narrative Group ▪ PR capability via Citizen UK & partner network ▪ Influencer capability via We Are Social ▪ PR capabilities through Citizen partnerships ▪ Influencer capability via Socialize ▪ Strategic relationship through BFICG (Blue Digital) ▪ Influencer capability via We Are Social ▪ PR capabilities through Citizen relationships ▪ Influencer capability via We Are Social Grow scale through geographic expansion of capabilities and M&A in critical, underpenetrated markets Market Leadership ▪ Proven, value-add capabilities ▪ Realizing synergies from scale ▪ No immediate M&A needs Poised for Scale ▪ Established capabilities ▪ Significant opportunity to scale through organic expansion and opportunistic M&A M&A Required ▪ Emerging capabilities ▪ Growth through M&A is required to achieve scale Paid ▪ Vision 7 Media ▪ Vision 7 through Horizon Media Partnership ▪ Select capabilities through Local Planet partnership ▪ Paid social via We Are Social ▪ Select capabilities through Local Planet partnership ▪ Paid social via We Are Social ▪ Madhouse ▪ Metta ▪ Strategic relationship with BFICG ▪ Select capabilities through BFICG and Local Planet ▪ Paid social via We Are Social Shared ▪ We Are Social NY ▪ Expected Expansion of We Are Social to California ▪ We Are Social in U.K., Germany, France, Italy ▪ Launched Spain in ‘18 ▪ Recent acquisition of Dubai-based Socialize ▪ We Are Social Shanghai, Beijing and Hong Kong ▪ Strategic relationship with BFICG ▪ We Are Social in Singapore and Australia ▪ Launched We Are Social Japan in ‘19 ▪ Serviced through Cossette & Camps Collective ▪ Launched We Are Social Canada JV with Citizens in 2019

29 Expand Capabilities Geographically (Continued) B Employ a disciplined approach in assessing potential strategic acquisitions Note: Completion of acquisitions will be dependent on, among other things, due diligence results. | (1) Reflects the activities of BlueFocus International and its subsidiaries for periods prior to the business combination. | (2) Pipeline data as of 02/14/20; Estimated revenue represents aggregate 2020E estimates for targets within the pipeline. Active pipeline representing over $370 million in estimated incremental revenue Blue Impact M&A Activity Since January 2017 (1) Acquisition Criteria Proven track-record of growth and strong margins Extensive capabilities in digital, mobile, data, tech and/or CRM Strong blue chip AND disruptive client list Complementary capabilities in the United States, Europe, the Middle East and Asia Strong and experienced management team Synergy through buy-in to integrated service model Potential to help us deploy our MaaS-focused strategy ? ? ? ? ? ? ? Accretive financial profile ? 28 LOIs Submitted Blue Impact M&A Activity –Current (1) (2) 3 Targets Acquired 21 Targets Under Review

30 Replicate the Proven Integrated Service Model C Expected Future Campus Locations Toronto Current Campus Locations Toronto Campus 5-Year Change Example New YorkLA San Francisco Shanghai Drive increased revenue, efficiency and margin expansion through the scalable integrated service model Combine all capabilities into four service segments (Owned, Shared, Paid, Earned) with shared leadership and single P&L Locate employees in collaborative campuses in each major market Create Managed Services Center (MSC) to manage back office services The Result: ? Simplifies go-to-market capabilities, provides scale and promotes collaboration Launch high growth revenue and high margin businesses which require scale (ex: production, data science, digital and tech consulting and MaaS) Measure everyone on the same “Scorecard” to promote long-term success 1 2 3 4 5 The Result: ? Cross-selling opportunities ? Better employee experience ? Reduced real estate and operations costs The Result: ? Creates operating leverage, driving better service and lower cost The Result: ? Incremental revenue growth and margin through vertical integration The Result: ? Drives increased employee engagement, client satisfaction, product quality, growth and profitability 2013 24% 2013 –2018 Adj. EBITDA Margin Expansion: 700 bps 2018 31% Adj. EBITDA Margin % (1) Vancouver Source: Company-provided financials. | (1) Defined as Adjusted EBITDA / Net Revenue; Net Revenue = Revenue, excluding Billable Expenses. Montreal Quebec City

31 0% 2% 4% 6% 8% 10% 12% 14% 16% 2013 2014 2015 2016 2017 2018 2019 2020 2021 Percentage of sales that are e-commerce 0 400 800 1,200 1,600 Under 5% 5% - 25% 26% - 50% 51% - 75% 76% - 100% # o f R e s p o n d e n t s % of Budget Allocated to Performance Marketing Pursue Profitable Growth Through Marketing as a Service (“MaaS") D Digital Disruptor Brands & eCommerceDriving Growth (1) Emergence of DTC Brands & growth of eCommerceis driving the need for outcome based marketing Digital Disruptors focused on Paid Marketing Performance Customer Acquisition Cost (CAC) is the Focus of which Paid Marketing is a Key Component 0.1% -Total CPG Spending Growth 16.6% -E-commerce CPG Spending Growth 2018 Tools Any tools such as software or analytics used in marketing and sales CAC = Salary Salary for your sales and marketing effort including freelancers Overheads Any rent, utilities or equipment spent on marketing and sales Paid Marketing Expense for paid marketing such as Google Adwords, Social Media Ads, content marketing etc. Number of new customers $820 $385 $1,517 $348 $115 $324 $72 Apparel Accessories Health & Beauty Food & Bev. Shoes Home Outdoor Products Funding for Direct-to-Consumer Brands (2) Average Ad Spend by Direct-to- Consumer Brands Is Up 50% in 2019 (3) E-commerce Share of Total Retail Sales in U.S. 62% of Overall Brand/Enterprise Marketing Budgets Moving to Performance Marketing (4) ($ in Millions) Source: (1) Statista as of 7/23/19 and Digital Commerce 360 as of 10/18/18. | (2) Medium.com as of 10/11/18. Company logos include a representative selection of brands that have raised private funding within each sector category. | (3) Adweekas of 10/14/19. | (4) TUNE as of April 2018.

32 Pursue Profitable Growth Through Marketing as a Service (“MaaS") (Continued) D MaaS Compared to Current Model Charge client hourly fees for service Blue Impact funds production & media Charge client for outcome Potential revenue margin accretion of up to 4x at scale (2) Leverage AI capabilities to optimize content Expansion of “MaaS” offering to drive margin accretion Client funds production and media costs Use 3 rd party data to optimize targeting Use digital & proprietary channels to reach target Client decides on what content to use Use 1 st party data to optimize targeting Use digital channels to reach target Current Model Paid for Work Performed MaaS Model Paid for Outcome Delivered Strong Value Opportunity Illustrative Scenario –$100mm Incremental Revenue Current Revenue Mix: (1) Illustrative Revenue Mix: 100% Performance Marketing (2) $100mm Revenue $ Margin % (3) $22mm $48mm Adjusted EBITDA 22% 48% Source: Company-provided financials and Wall Street equity research. | Note: 2020 estimates are based on the assumption that theaverage foreign exchange rate for 2020 would equal the average foreign exchange rate of 2018. | (1) Based on 2020E Blue Impact projections. | (2) Based on EBITDA margins for performance marketing peers. | (3) Margin is defined as Adjusted EBITDA / Net Revenue; Net Revenue = Revenue, excluding Billable Expenses. Margin of ~20%

33 Pursue Profitable Growth Through Marketing as a Service (“MaaS") (Continued) D ? Digital Expertise ? Data & Analytics ? Working Capital Owned Paid Shared Earned Blue Impact is well-positioned to grow its presence in MaaS ? Experience with and established network of digital disruptors including DTC and E-Commerce enabled brands ? Digital-first, Integrated and Intelligent offering is paramount to delivering a return on paid marketing ? Launched MaaS division, called PathIQin 2019 which is in Beta with several major clients ? New business prospects and opportunities have validated the potential ? Capital from Legacy will fund the working capital for MaaS as well as allow strategic M&A in the Performance Marketing Space

Financial Overview

35 Reported Growth: 7.4% 22.5% H1 2018 Net Revenue: (2) $155.4 H1 2019 Net Revenue: (2) $169.1 Organic Growth: 6.7% 15.3% 8.8% H1'19 / H1'18 Organic Growth %: (2) $249.2 $287.2 $296.3 $330.1 $1.7 $20.2 $40.6 $45.0 $233.6 $250.8 $307.4 $337.0 $375.1 2016 2017 2018 LTM 6/30/19 2020E $66.8 $72.7 $78.6 $89.3 $8.9 $7.1 $7.0 $2.5 $75.7 $79.8 $85.7 $91.8 $80.6 $88.4 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Blue Impact Net Revenue Summary (1) ($ in Millions) Quarterly ($ in Millions) Source: Company-provided financials. | Note: 2020 estimates as well as quarterly financials are based on the assumption that the average foreign exchange rates for 2020 and the displayed quarters would equal the average foreign exchange rate of 2018. 2020 estimates represent organic Net Revenue only. | (1) Net Revenue = Revenue, excluding Billable Expenses. | (2) H1'19 / H1'18 growth based on Pro Forma Adjusted Net Revenue. Organic Net Revenue Incremental Net Revenue from Acquisitions Pro Forma Adjustment 2016 –2020E CAGR: 13% Annual

36 Reported Growth: 2.0% 64.1% H1 2018 Adj. EBITDA: (3) $27.9 H1 2019 Adj. EBITDA: (3) $33.0 Organic Growth: 1.4% 50.1% 18.6% H1'19 / H1'18 Organic Growth %: (3) $7.3 $16.5 $22.4 $20.4 $2.8 $1.2 $1.2 $0.4 $10.1 $17.8 $23.6 $20.8 $16.3 $16.7 10.9% 22.7% 28.5% 22.9% 20.2% 18.9% Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 $37.3 $55.9 $60.5 $74.8 $0.2 $5.6 $10.4 $9.0 $36.8 $37.5 $61.6 $70.9 $83.8 15.7% 15.0% 20.0% 21.0% 22.3% 2016 2017 2018 LTM 6/30/19 2020E Blue Impact Adjusted EBITDA Summary Source: Company-provided financials. | Note: 2020 estimates as well as quarterly financials are based on the assumption that the average foreign exchange rates for 2020 and the displayed quarters would equal the average foreign exchange rate of 2018. 2020 estimates represent organic Adjusted EBITDA only. | (1) 2016-2018 and LTM 6/30/19 Adjusted EBITDA amounts are adjusted to include $5.0MM incurrence of public company costs for illustrative comparability to 2020 estimates; quarterly financials are not adjusted for incurrence of public company costs. Please refer to the Appendix –“Non-GAAP Financial Measures” for a reconciliation to the most comparable GAAP measure. A reconciliation for our 2020E Non-GAAP Measures to the most directly comparable GAAP financial measures is not included, because, without unreasonable efforts, we are unable to predict with reasonable certaintythe amount or timing of non-GAAP adjustments that are used to calculate these Non-GAAP Measures, including, but not limited to, (a) expenses associated with the opening, closing or moving ofoffices, (b) the net loss or gains on the sale of assets or associated with certain past M&A and future financing and other transactions, (c) other expenses that we do not believe are indicative of our ongoing operations, as well as (d) gains and losses related to foreign currency exchange rates. | (2) Defined as Adjusted EBITDA / Net Revenue; Net Revenue = Revenue, excluding Billable Expenses. | (3) H1'19 / H1'18 growth based on Pro Forma Adjusted EBITDA. Adjusted EBITDA Margin (2) Incremental Adj. EBITDA from Acquisitions Organic Adjusted EBITDA (1) Pro Forma Adjustment 2016 –2020E CAGR: 23% ($ in Millions) Quarterly ($ in Millions) Annual

37 Blue Impact Supplemental Financial Data ($ in Millions) Source: Company-provided financials. | (1) Free cash flow defined as (Cash Flow from Operations –CapEx). | (2) Defined as (Non-cash Current Assets –Non-debt Current Liabilities). | (3) The information presented consists of estimates of the unadjusted EBITDA that could result from hypothetical acquisitions by the Company. Actual results could differ materially and adversely from the information presented and there are no assurances that any acquisitions may be completed at the prices or multiples reflected, if at all. | (4) Assumes Purchase Price is calculated as a multiple of unadjusted EBITDA of the hypothetical target and no fees and expenses are incurred in conjunction with the transaction for illustrative purposes only. Please refer to the Appendix –“Non-GAAP Financial Measures” for more information about Acquired EBITDA. | (5) Defined as TEV / Purchase Multiple. (3) Free Cash Flow (1) Estimated Incremental EBITDA through Acquisitions (3) Analysis at Various Prices (4) Purchase Price (TEV) $50.0 Purchase Multiple (5) 6.0x 7.0x 8.0x Acquired EBITDA $8.3 $7.1 $6.3 Purchase Price (TEV) $100.0 Purchase Multiple (5) 6.0x 7.0x 8.0x Acquired EBITDA $16.7 $14.3 $12.5 Purchase Price (TEV) $200.0 Purchase Multiple (5) 6.0x 7.0x 8.0x Acquired EBITDA $33.3 $28.6 $25.0 ($ in Millions) ▪ 2016 & 2017 reflect non- recurring working capital deployment for Madhouse business growth ▪ 2018 is representative of normalized net working capital levels Net Working Capital Summary 2016 2017 2018 Net Working Capital (2) ($5.6) $9.2 ($12.0) Change in Net Working Capital $14.8 ($21.2) $19.0 $13.8 $52.8 $53.1 2016 2017 2018 2020E

38 The Legacy SPAC Solution: Create shareholder value with a digital-first, integrated and intelligent, global advertising & marketing services company Our Goal: $1.0 Billion+ in Revenue

Appendix

40 We Go to Market with Five Agency Families, United on the Blue Impact Platform Canada, U.S. Business description 2020E Net Revenue (1) Geographic footprint ▪ Headquartered in Canada ▪ A comprehensive marketing communications family of award-winning agencies, including Cossette, Eleven, Camps Collective, Vision 7 Media, Jungle Media, Citizen Relations and The Narrative Group ▪ Provides services across all four media services with a focus on digital media and data-driven solutions ▪ Operates integrated service model campuses in Toronto, Montreal, Vancouver and Quebec City ▪ Has won numerous international awards, including at the Cannes Lions, Clios, D&AD, Effies, One Show and Webby’s $193.23 Million Asia $4.96 Million Owned, Paid, Earned, Shared Business lines Owned, Paid EMEA, U.S., U.K., Asia, Australia $100.47 Million Shared ▪ Headquartered in the United Kingdom ▪ A specialized creative social media agency that provides Shared Media marketing services across five continents and twelve countries ▪ Offers social media strategy, creative development, content production and marketing consultancy focused on helping clients create and extend their product and brand strategies in social media ▪ Recipient of numerous awards including at the Cannes Lions, Clios, D&AD and BIMA Awards U.S. $25.00 Million Owned ▪ Headquartered in San Fransisco, California ▪ An internationally- recognized product and digital design agency ▪ Provides Owned Media services focusing on industrial, digital and environmental design services ▪ Also provides services ranging from strategic consulting to branding, packaging and the creation of user interfaces and experiences ▪ Presence and network in Silicon Valley provide Fuseprojectwith early insights into digital disruptors and consumer trends ▪ Headquartered in Hong Kong ▪ An advertising & marketing services firm for Owned and Paid media ▪ Works with leading corporations located within China’s Greater Bay Area to provide marketing strategy, advertising campaigns and media buying services to solidify and build their identities ▪ Also works with the Blue Impact business’ North American-and European- based agencies to provide Owned and Paid Media services for international clients who want to target Chinese consumers and companies Asia $51.46 Million Paid ▪ Headquartered in Shanghai, China ▪ A leading mobile-focused Paid Media and performance agency ▪ Purchases advertising space on non-Chinese digital media channels (Google and Facebook) on behalf of China-based companies looking to market their products and services outside of China ▪ Also provides mobile phone-based advertising services for non-Chinese advertisers targeting Chinese consumers ▪ Offers a wide range of branding services, including consulting, development, strategic planning, management and marketing of brands for businesses as well as individuals Source: Company-provided financials. | Note: 2020 estimates are based on the assumption that the average foreign exchange rate for 2020 would equal the average foreign exchange rate of 2018. | (1) Net Revenue = Revenue, excluding Billable Expenses.

41 North America Ad Spend (3) EMEA Ad Spend AsiaAd Spend $136bn 21.4%Growth (1) Digital Ad Spend $251bn 7.3% Growth (1) Total Ad Spend $66bn 14.4%Growth (1) Digital Ad Spend $118bn 21.2% Growth (1) Digital Ad Spend $148bn 4.3%Growth (1) Total Ad Spend $234bn 10.8%Growth (1) Total Ad Spend Source: eMarketer(October 2019). | Note: 2019E figures unless otherwise noted. | (1) Represents a 3-Year CAGR from 2016-2019E. | (2) Based on LTM 6/30/2019 Net Revenue. | (3) Includes only U.S. and Canada. Blue Impact Office Location With 69% of net revenue currently derived from digital, Blue Impact is uniquely positioned to capture the surge in digital ad spend (2) Digital Advertising Is a Large and Rapidly Growing Market with a 20% 3-year CAGR (1)

42 Legacy Has the Liquidity of a Publically Held Enterprise as well as Brand Building, Strategic and Operational Support ▪ Legacy Acquisition Corp (NYSE: LGC) is a $300 Million SPAC ▪ Highly complementary expertise in consumer-facing brands ▪ Founders from leading CPG & partners from major PE firms ▪ Collectively, the founders’ experiences include: ▪ 9 current/former CEOs and CFOs ▪ Over 27 current/former board positions at public companies ▪ The completion of ~$3 billion in private investments ▪ Provides capital to fund growth and supercharge operations ▪ Rick White and Darryl McCall will support management as board members LGC is a public company that combines the financial flexibility and strength of a “strategic buyer” with the value creation capabilities and forward looking strategies of an innovative disruptor Key Management Edwin Rigaud Legacy Chairman & CEO, Principal Darryl McCall (1) Legacy President & COO, Principal William Finn Legacy CFO Steven Davis Legacy Director Directors Richard White (1) Legacy Director Andrew Code Legacy Director Sengal Selassie Legacy Director Company Overview (1) Expected director of Blue Impact.

43 Legacy Acquisition Corp. –Extended Team Gary McCullough Co-Chairman Advisory Council Lloyd Ward Co-Chairman Advisory Council Ronald Tysoe Member Advisory Council Legacy Advisory Council Kimberly Blackwell Member Advisory Council Geoffrey Marshall Member Advisory Council ▪ More than 35 years of management and operating experience in consumer products ▪ Maytag Corp. –Former Chairman and CEO ▪ Procter & Gamble (17 years) –Former General Manager ▪ U.S. Olympic Committee –Former CEO and Secretary General ▪ Former Board Member at General Motors and JPMorgan Chase & Co. ▪ More than 30 years of business experience in consumer products ▪ TransDigm Group, Inc. – Current Board Member ▪ Career Education Corp. –Former President, CEO and Board Member ▪ Procter & Gamble (13 years) –Former General Manager ▪ The Sherwin-Williams Company –Former Board Member ▪ More than 30 years corporate finance and management experience in consumer-retail ▪ Macy’s Inc.–Vice Chairman of Finance and Real Estate ▪ Perella Weinberg Partners –Former Senior Adviser ▪ Current Board Member at J.C.Penney Company Inc., Cintas Corporation, and Scripps Networks Interactive ▪ Seasoned business executive with over 25 years of marketing and advertising experience ▪ PMM Agency –Founder and Chief Executive Officer ▪ Serves as a key consultant to C-Suite executives at Fortune 1000 companies and government agencies ▪ National Women’s Business Council –one of eight female CEOs ▪ More than 40 years corporate finance, operations, and supply chain management experience ▪ Procter & Gamble (30 years) –Former Global Supply Chain Finance Director and Director of Global Business Development ▪ Implemented one of the largest post-acquisition integrations in the company's history

44 Legacy Acquisition Corp. –Extended Team (Continued) Manuel Perez de la Mesa Member Advisory Council Kenneth Robinson (1) Member Advisory Council Jules Kaufman Member Advisory Council Jim Stengel Member Advisory Council ▪ More than 35 years of management and operating experience in consumer products ▪ Procter & Gamble (21 years) –Former Chief Audit Executive and Vice President of Finance for the Global Personal Beauty Care and Global Internal Audit segments ▪ Current Board Member at Morgan Stanley Private Bank, National Association ▪ More than 40 years of management, financial, and operating experience ▪ Pool Corporation – Current CEO and President (16 years) and former COO ▪ Watsco, Inc. –VP of Distribution Operations ▪ Fresh Del Monte Produce, B.V and IBM Corp. –Various general, financial, and management positions ▪ Experienced General Counsel and Executive with significant experience serving as a strategic and legal advisor to boards of directors and management teams in the consumer sector ▪ Coty Inc. –General Counsel and Secretary ▪ Colgate-Palmolive – Former VP, General Counsel for the Europe / South Pacific division ▪ More than 20 years of marketing experience in consumer products ▪ The Jim Stengel Group – President and CEO ▪ Procter & Gamble (11 years) –Former Global Marketing Officer ▪ Author of two books ▪ Former Board Member for AOL, Motorola and MarketShare ▪ Adjunct Professor at Kellogg | Northwestern Legacy Advisory Council (1) Expected director of Blue Impact.

45 ▪ The Company provides the non-GAAP measurement of Pro Forma Adjusted Revenue, Pro Forma Adjusted EBITDA, Acquired EBITDA, Unadjusted EBITDA and Adjusted EBITDA (including Organic and Incremental Adjusted EBITDA). The Company has included these non-GAAP measurements because they are a key measure used by the Company’s management and board of directors to understand and evaluate its core operating performance and trends. ▪ The Company’s Pro Forma Adjusted Revenue and Pro Forma Adjusted EBITDA reflect the adjustments shown on slides 35 and 36, respectively. Unadjusted EBITDA and Adjusted EBITDA (including Organic and Incremental Adjusted EBITDA) consists of income (loss), adjusted for the items included in the accompanying reconciliation. The exclusion of certain income and expense items and accounting adjustments in calculating Unadjusted EBITDA and Adjusted EBITDA can provide a useful measure for comparison of our core business before and after the potential Transaction with Legacy. The Company’s Pro Forma Adjusted Revenue, Pro Forma Adjusted EBITDA, Unadjusted EBITDA and Adjusted EBITDA (including Organic and Incremental Adjusted EBITDA) are not necessarily comparable to calculations performed by other companies and reported as similarly titled measures. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. Unadjusted EBITDA and Adjusted EBITDA (including Organic and Incremental Adjusted EBITDA) are reconciled from the respective measures under GAAP in the attached table “Reconciliation of Non-GAAP Financial Measures.” ▪ The Company's Acquired EBITDA is an estimate of the Unadjusted EBITDA that could result from potential acquisitions by the Company and is calculated assuming that the purchase price for a potential acquisition is calculated as a multiple of unadjusted EBITDA of the hypothetical target and there are no fees and expenses incurred by the Company in the acquisition. Actual results could differ materially and adversely from the information presented and there are no assurances that any acquisitions may be completed at the prices or multiples reflected, if at all. ▪ In addition, these Non-GAAP measures exclude certain non-recurring and other charges. The exclusion of these items should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Non-GAAP Financial Measures

46 Reconciliation of Non-GAAP Financial Measures Adjusted EBITDA Historical Summary Source: Company-provided financials. | Note: A reconciliation for our 2020E Non-GAAP Measures to the most directly comparable GAAP financial measures is not included, because, without unreasonable efforts, we are unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate these Non-GAAP Measures, including, but not limited to, (a) expenses associated with the opening, closing or moving of offices, (b) the net loss or gains on the sale of assets or associated with certain past M&A and future financing and other transactions, (c) other expenses that we do not believe are indicative of our ongoing operations, as well as (d) gains and losses related to foreign currency exchange rates. ($ in 000s) 2016 2017 2018 EBT as reported $23,769 $27,162 $48,077 Interest expenses 3,670 3,366 5,159 Non-operating income / other non-cash items 3,441 (241) (1,421) DE & IA 12,307 11,458 12,425 Unadjusted EBITDA $43,186 $41,745 $64,240 Non-recurring items: Vision 7 International Acquisiton costs 199 340 1,921 Double rent in New York before campus move - - - Eleven Gen2 bonus paid by founders' earnout - - - TNG one-off write-off for booking error - - - Eleven: Chicago Office one time opening costs - - - Total Vision 7 International add-backs $199 $340 $1,921 We Are Social Expenses related to Socialize acquisition - 225 419 FX Impact of Brexit (1,634) - - P&L Impact of discontinued SCRM Investment 28 215 - Tuck-in acquisition due diligence expense - - - FX Loss on intercompany loan - - - Total We Are Social add-backs ($1,606) $440 $419 Fuseproject Founder book publication expense - - - One-off write-off for client billable expenses - - - Total Fuseproject add-backs $0 $0 $0 Other Considerations: Public Company Cost (5,000) (5,000) (5,000) Total Adjustments ($6,407) ($4,219) ($2,660) Adjusted EBITDA $36,779 $37,525 $61,581

47 Transaction Earn-Out Terms and Conditions Earn-Out Summary Detail

▪ Additional incentive-based Earn-out consideration potentially payable tied to profitability of Blue Impact’s subsidiary, Madhouse ▪ The Earn-out Payment will be determined based on the average annual growth rate of Madhouse’s Adjusted EBITDA during the 3-year performance period (2020, 2021 and 2022) starting with 2019 Madhouse Adjusted EBITDA ▪ A schedule of possible Earn-out Payments is captured in the table below: (1) ▪ The total Earn-out Payment is capped at $222.0 million and is payable in 2023 following completion of the Fiscal 2022 audit ▪ The total Earn-out Payment is payable at purchaser’s option in cash, stock or a combination thereof if share price is at least $10 per share; if not, dependent upon the Company’s available cash, the Earn-out Payment is payable in cash, subordinated notes or a combination of cash and subordinated notes Source: Company-provided financials. | (1) Table does not illustrate all possible Earn-out Payments associated with Adjusted EBITDA growth rates between 5.0% and 25.0%. FY2019 –FY2022 AdjustedEBITDA Average Annual Growth Rate Total Earn-out Payment < 5.0% No Earn-out Payment = 15.0% $100.0 Million = 25.0% $222.0 Million