UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________________________

SCHEDULE 14A
(Rule 14a-101)

____________________________________

Proxy Statement Pursuant To Section 14(A) of
the Securities Exchange Act of 1934

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

LEGACY ACQUISITION CORP.

(Name of Registrant As Specified In Its Charter)

N/A

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-1l(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

   

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LEGACY ACQUISITION CORP.
1308 Race Street, Suite 200
Cincinnati, Ohio 45202

NOTICE OF CONSENT SOLICITATION
FOR WARRANT HOLDERS

To the Registered Holders of Public Warrants of Legacy Acquisition Corp.:

Attached hereto is a Consent Solicitation Statement which solicits the consent of the Registered Holders (as defined below) of Public Warrants (as defined below) of Legacy Acquisition Corp., a Delaware corporation (the “Company” or “Legacy”), sold as part of the units in its initial public offering, to amend the Warrant Agreement, dated as of November 16, 2017, between Legacy and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). Legacy is party to that certain Business Combination Agreement, dated as of September 18, 2020 (the “Business Combination Agreement”), by and among Legacy, Excel Merger Sub I, Inc. (“Merger Sub”), Excel Merger Sub II, LLC (“Merger Sub 2”), Onyx Enterprises Int’l, Corp. (“ONYX”) and Shareholder Representative Services LLC, solely in its capacity as the stockholder representative, pursuant to which the parties have agreed to the terms and conditions of a business combination (the transactions contemplated by the Business Combination Agreement, the “Business Combination”).

As contemplated by the Business Combination Agreement, Legacy will acquire ONYX pursuant to a two-step merger, whereby (i) Merger Sub, a newly created Delaware Corporation and indirect wholly owned subsidiary of Legacy, will merge with and into ONYX (the “First Merger”), whereupon the consummation of the First Merger, Merger Sub will cease to exist, and ONYX will become a subsidiary of Merger Sub 2, a newly created Delaware limited liability company and direct wholly owned subsidiary of Legacy, and (ii) promptly following the First Merger, ONYX, as the surviving company of the First Merger, will merge with and into Merger Sub 2 (the “Second Merger”), whereupon the consummation of the Second Merger, Merger Sub 2 will be the surviving company and ONYX will cease to exist, and Merger Sub 2 will be a direct, wholly owned subsidiary of Legacy, and after closing such acquisition, Legacy will change its name to “PARTS iD, Inc.”

The proposed amendments to the Warrant Agreement (the “Warrant Amendments”) provide, among other things, that subject to the closing of the Business Combination (the “Closing”), at the effective time of the Business Combination under the Business Combination Agreement, each outstanding Public Warrant and 2,912,230 outstanding warrants, which were issued to Legacy’s sponsor, Legacy Acquisition Sponsor I, LLC (“Sponsor”), in the private placement that closed simultaneously with Legacy’s initial public offering and are beneficially owned by certain institutional investors of Sponsor, shall no longer be exercisable to purchase one-half share of Class A common stock, par value $0.0001 per share, of Legacy (the “Class A common stock”) for $5.75 per half-share (subject to adjustment as provided in Section 4 of 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 (as defined below), plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is at least equal to $60 million, $0.35 in cash and 0.065 of a share of Class A common stock of Legacy, (ii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $60 million, but at least equal to $44 million, $0.25 in cash and 0.075 of a share of Class A common stock of Legacy, or (iii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $44 million, $0.18 in cash and 0.082 of a share of Class A common stock of Legacy. Any private offering conducted by Legacy prior to the Closing must be approved by ONYX pursuant to Section 8.4 of the Business Combination Agreement. The Warrant Amendments require the approval of Registered Holders of at least 65% of the outstanding Public Warrants and are described in detail in the Consent Solicitation Statement.

Included in the Consent Solicitation Statement being delivered to Registered Holders of Legacy’s Public Warrants is the Definitive Information Statement on Schedule 14C filed with the U.S. Securities and Exchange Commission on October 30, 2020 (the “Stockholders Information Statement”). The Stockholders Information Statement (which may be amended or supplemented) (i) was prepared in connection with the approval of the Business Combination Agreement, the Business Combination and related matters by majority written consent of Legacy’s stockholders, (ii) contains important information relevant to your decision of whether to consent to the Warrant Amendments, and (iii) comprises part of this Consent Solicitation Statement.

 

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The Board of Directors of Legacy has determined that the proposed Warrant Amendments are in the best interests of Legacy and its Registered Holders of Public Warrants, has unanimously approved the proposed Warrant Amendments and recommends that the Registered Holders of the Public Warrants consent to the proposed Warrant Amendments. Accordingly, the Board of Directors requests that you sign, date and return the consent included as Annex A to the Consent Solicitation Statement in the enclosed envelope by November 25, 2020. Although the Public Warrants held by certain Registered Holders who already agreed to vote in favor of and consent to the Warrant Amendments under the Warrant Holder Support Agreements (as defined below) exceeds the requisite threshold required to approve the Warrant Amendments such that the Warrant Amendments are expected to be approved, if you submit a properly executed written consent, then your Public Warrants will be voted in favor of the proposed Warrant Amendments, so long as we receive your consent, no later than November 25, 2020 and on or before the date on which written consents signed by a sufficient number of Registered Holders of Public Warrants are delivered to the Company, which we expect will be on or about November 19, 2020. The date of this Consent Solicitation Statement is November 4, 2020, and it is being mailed on or about November 5, 2020, to all Registered Holders of the Public Warrants as of the close of business on September 30, 2020.

 

By Order of the Board of Directors,

   

/s/ William C. Finn

Cincinnati, Ohio

 

William C. Finn

November 4, 2020

 

Chief Financial Officer and Secretary

 

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LEGACY ACQUISITION CORP.
1308 Race Street, Suite 200
Cincinnati, Ohio 45202

CONSENT SOLICITATION STATEMENT
FOR THE WARRANT HOLDERS OF
LEGACY ACQUISITION CORP.

November 4, 2020

Legacy Acquisition Corp., a Delaware corporation (the “Company,” “Legacy,” “we,” “our” or “us”), is soliciting consents (the “Consent Solicitation”) from the Registered Holders (as defined below) of Legacy’s public warrants that were issued in connection with our initial public offering pursuant to a prospectus dated November 21, 2017, exercisable for shares of Legacy’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), at an exercise price of $5.75 per half share (the “Public Warrants”), to amend (the “Warrant Amendments”) the Warrant Agreement, dated as of November 16, 2017, between Legacy and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”) that governs all of the Public Warrants and the warrants issued by us in a private placement (the “Private Placement Warrants,” and together with the Public Warrants, the “Warrants”) that occurred contemporaneously with our initial public offering. 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 date of this Consent Solicitation Statement is November 4, 2020, and it is being mailed on or about November 5, 2020, to all Registered Holders of the Public Warrants as of the close of business on September 30, 2020.

Legacy is party to that certain Business Combination Agreement, dated as of September 18, 2020 (the “Business Combination Agreement”), by and among Legacy, Excel Merger Sub I, Inc. (“Merger Sub”), Excel Merger Sub II, LLC (“Merger Sub 2”), Onyx Enterprises Int’l, Corp. (“ONYX”) and Shareholder Representative Services LLC, solely in its capacity as the stockholder representative (the “Stockholder Representative”), pursuant to which the parties have agreed to the terms and conditions of a business combination (the transactions contemplated by the Business Combination Agreement, the “Business Combination”).

As contemplated by the Business Combination Agreement, Legacy will acquire ONYX pursuant to a two-step merger, whereby (i) Merger Sub, a newly created Delaware Corporation and indirect wholly owned subsidiary of Legacy, will merge with and into ONYX (the “First Merger”), whereupon the consummation of the First Merger, Merger Sub will cease to exist, and ONYX will become a subsidiary of Merger Sub 2, a newly created Delaware limited liability company and direct wholly owned subsidiary of Legacy, and (ii) promptly following the First Merger, ONYX, as the surviving company of the First Merger, will merge with and into Merger Sub 2 (the “Second Merger”), whereupon the consummation of the Second Merger, Merger Sub 2 will be the surviving company and ONYX will cease to exist, and Merger Sub 2 will be a direct, wholly owned subsidiary of Legacy, and after closing such acquisition Legacy will change its name to “PARTS iD, Inc.”

If the Warrant Amendments are approved by the Registered Holders of at least 65% of the outstanding Public Warrants and the Business Combination is consummated, each outstanding Public Warrant and 2,912,230 Private Placement Warrants, which were issued to Legacy’s sponsor, Legacy Acquisition Sponsor I, LLC (“Sponsor”), and are beneficially owned by certain institutional investors of Sponsor, shall no longer be exercisable to purchase one-half share of Class A common stock for $5.75 per half-share (subject to adjustment as provided in Section 4 of 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, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is at least equal to $60 million, $0.35 in cash and 0.065 of a share of Class A common stock of Legacy, (ii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $60 million, but at least equal to $44 million, $0.25 in cash and 0.075 of a share of Class A common stock of Legacy, or (iii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $44 million, $0.18 in cash and 0.082 of a share of Class A common stock of Legacy. Any private offering conducted by Legacy prior to the Closing must be approved by ONYX pursuant to Section 8.4 of the Business Combination Agreement.

 

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Pursuant to the Sponsor Support Agreement, dated as of September 18, 2020, by and among Sponsor, Legacy and the Stockholder Representative (the “Sponsor Support Agreement”), Sponsor has agreed to forfeit 14,587,770 Private Placement Warrants held of record and beneficially by the Sponsor. Certain institutional investors of Sponsor, who are the beneficial owners of the remaining 2,912,230 Private Placement Warrants in the aggregate (which are held of record by the Sponsor), will receive the same consideration as the Public Warrants; provided, that if such beneficial owners cease to beneficially own any of such Private Placement Warrants and the Sponsor becomes the beneficial owner of such Private Placement Warrants, such Private Placement Warrants shall be forfeited.

Any shares of Legacy Class A common stock to be issued in exchange for the Warrants will not be registered with the U.S. Securities and Exchange Commission (the “SEC”). As described elsewhere in this Consent Solicitation Statement, the payment of cash and the issuance of shares of Legacy Class A common stock upon exchange of the Warrants pursuant to the Warrant Amendments is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 3(a)(9) thereof. Under current interpretations of the staff of the Division of Corporation Finance of the SEC, securities that are obtained in a Section 3(a)(9) exchange generally assume the same character (i.e., restricted or unrestricted) as the securities that have been surrendered. We are also relying on Section 18(b)(4)(E) of the Securities Act to exempt the shares of Legacy Class A common stock issued in exchange for the Warrants from the registration and qualification requirements of state securities laws. Any shares of Legacy Class A common stock that you receive pursuant to the Warrant Amendments in respect of your Public Warrants will be freely-tradable, except by persons who are considered to be our affiliates, as that term is defined in the Securities Act. Any shares of Legacy Class A common stock that institutional investors in our Sponsor may receive pursuant to the Warrant Amendments in respect of the Private Placement Warrants will be restricted.

A copy of the consent to be executed by the Registered Holders of the Public Warrants is annexed to this Consent Solicitation Statement as Annex A. The form of the Warrant Amendments to the Warrant Agreement is included as Exhibit A to this Consent Solicitation Statement.

In connection with the Warrant Amendments being sought, we entered into Warrant Holder Support Agreements attached hereto as Annexes B, C, D and E with certain Registered Holders of an aggregate of approximately 65.02% of the outstanding Public Warrants who agreed to vote in favor of and consent to the Warrant Amendments. Because the Public Warrants held by the Registered Holders who already agreed to consent to the Warrant Amendments exceeds the requisite threshold required to approve the Warrant Amendments, we expect the Warrant Amendments will be approved. In addition, in connection with the proposed Business Combination, Legacy filed a Definitive Information Statement on Schedule 14C with the SEC on October 30, 2020 (the “Stockholders Information Statement”), a copy of which is attached hereto as Annex F. The Stockholders Information Statement contains important information relevant to your decision of whether to consent to the Warrant Amendments, including: (i) information with respect to the terms and conditions of the Business Combination and related transactions; (ii) historical financial information with respect to Legacy and ONYX, together with the relevant Legacy and ONYX management’s discussion and analysis of financial condition and results of operations; (iii) pro forma financial information giving effect to the Business Combination; (iv) the description of ONYX’s business; and (v) related risk factors. The Stockholders Information Statement and the information contained therein all comprise part of this Consent Solicitation Statement.

The Stockholders Information Statement is a part of this Consent Solicitation Statement, and you are advised to read the Stockholders Information Statement, any amendments thereto and other relevant materials that we may file in connection with the Business Combination with the SEC, when available, as these materials contain or will contain important information about the Business Combination and the Warrant Amendments and comprise part of this Consent Solicitation Statement.

Our Board of Directors, by action taken on August 21, 2020 at a duly called meeting, approved the Warrant Amendments and has directed that such matters be submitted to our Registered Holders of Public Warrants for approval. Only Registered Holders of the Public Warrants of record as of the close of business on Wednesday, September 30, 2020 (the “Record Date”) will be entitled to submit a consent. As of the Record Date, there were 30,000,000 Public Warrants outstanding. Consents signed by the Registered Holders of at least 65% of the outstanding Public Warrants are required in order to approve the Warrant Amendments.

 

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Unless you are a Registered Holder who signed a Warrant Holder Support Agreement, you may revoke your written consent at any time prior to the time that we have received a sufficient number of consents to approve the proposals set forth herein. A revocation may be in any written form validly signed and dated by you, as long as it clearly states that the consent previously given is no longer effective. The revocation should be sent to us at Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attn: Chief Executive Officer. As noted above, because the Public Warrants held by certain Registered Holders who already agreed to vote in favor of and consent to the Warrant Amendments under the Warrant Holder Support Agreements exceeds the requisite threshold required to approve the Warrant Amendments, we expect the Warrant Amendments will be approved.

We will pay the costs of soliciting these consents. In addition to soliciting consents by mail, our officers, directors and other regular employees, without additional compensation, may solicit consents personally, by facsimile, by e-mail or by other appropriate means. Morrow Sodali LLC (“Morrow”) will assist in the mailing of this Consent Solicitation Statement, the collection of written consents and the tabulation of votes, but will not solicit any Registered Holders of the Public Warrants (as permitted within the scope of transactions conducted under Section 3(a)(9) of the Securities Act). Banks, brokers, fiduciaries and other custodians and nominees who forward written consent soliciting materials to their principals will be reimbursed for their customary and reasonable out-of-pocket expenses.

Our executive offices are located at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202.

 

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TABLE OF CONTENTS

 

Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

3

SUMMARY TERM SHEET

 

5

QUESTIONS AND ANSWERS ABOUT THE WARRANT AMENDMENTS

 

7

RISK FACTORS

 

10

THE WARRANT AMENDMENTS

 

11

Parties to the Warrant Amendments

 

11

The Warrant Amendments Proposal

 

11

Business Combination and Related Transaction Agreements

 

12

Voting Power; Record Date

 

12

Reason for Approval of the Warrant Amendments

 

12

Effect of the Warrant Amendments

 

13

Certain U.S. Federal Income Tax Consequences

 

14

Financial Information

 

16

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

17

Quantitative and Qualitative Disclosures About Market Risk

 

17

Recommendation to Registered Holders of our Public Warrants

 

17

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

18

APPRAISAL RIGHTS

 

18

HOUSEHOLDING INFORMATION

 

18

TRANSFER AGENT AND REGISTRAR

 

18

STOCKHOLDER PROPOSALS

 

18

WHERE YOU CAN FIND MORE INFORMATION

 

19

EXHIBIT A: FORM OF WARRANT AMENDMENTS

 

Exhibit A-1

ANNEX A: CONSENT SOLICITATION CARD

 

Annex A-1

ANNEX B: FORM OF WARRANT HOLDER SUPPORT AGREEMENT

 

Annex B-1

ANNEX C: WARRANT HOLDER SUPPORT AGREEMENT, DATED AS OF SEPTEMBER 18, 2020, BY AND BETWEEN LAWRENCE FINANCIAL LLC AND LEGACY ACQUISITION CORP.

 

Annex C-1

ANNEX D: WARRANT HOLDER SUPPORT AGREEMENT, DATED AS OF SEPTEMBER 18, 2020, BY AND BETWEEN CEDARWOOD LLC AND LEGACY ACQUISITION CORP.

 

Annex D-1

ANNEX E: WARRANT HOLDER SUPPORT AGREEMENT, DATED AS OF SEPTEMBER 18, 2020, BY AND BETWEEN PERISCOPE CAPITAL, INC. AND LEGACY ACQUISITION CORP.

 

Annex E-1

ANNEX F: STOCKHOLDERS INFORMATION STATEMENT FILED ON SCHEDULE 14C ON OCTOBER 30, 2020

 

Annex F-1

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FREQUENTLY USED TERMS

Unless otherwise stated in this Consent Solicitation Statement, references to:

•        “Advisory Council” are to members of the Legacy Team with a combination of expertise within the consumer and retail industry and executive leadership experience at the highest levels of Fortune 500 corporate organizations that (i) assisted Legacy in sourcing potential business combination targets, (ii) provided professional insights in assessing potential business combination targets and (iii) upon request, provided professional insights in the businesses that we looked to acquire. The members of our Advisory Council did not have any obligation to provide advice or services, perform board or committee functions, and were not subject to the fiduciary requirements to which members of the board of directors are subject;

•        “Business Combination” are to the transactions contemplated by the Business Combination Agreement pursuant to which Legacy will acquire ONYX pursuant to a two-step merger, whereby (i) Merger Sub, a newly created Delaware Corporation and indirect wholly owned subsidiary of Legacy, will merge with and into ONYX, whereupon the consummation of the First Merger, Merger Sub will cease to exist, and ONYX will become a subsidiary of Merger Sub 2, a newly created Delaware limited liability company and direct wholly owned subsidiary of Legacy, and (ii) promptly following the First Merger, ONYX, as the surviving company of the First Merger, will merge with and into Merger Sub 2, whereupon the consummation of the Second Merger, Merger Sub 2 will be the surviving company and ONYX will cease to exist, and Merger Sub 2 will be a direct, wholly owned subsidiary of Legacy, and after closing such acquisition Legacy will change its name to “PARTS iD, Inc.”

•        “Business Combination Agreement” are to the Business Combination Agreement, dated as of September 18, 2020, by and among Legacy, Merger Sub, Merger Sub 2, ONYX and the Stockholder Representative, as may be amended or restated from time to time;

•        “Charter” are to Legacy’s corrected amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware on November 20, 2017, as amended by that amendment to the amended and restated certificate of incorporation of Legacy, dated October 22, 2019, as further amended by that second amendment to the amended and restated certificate of incorporation of Legacy, dated May 18, 2020 and as further amended by that third amendment to the amended and restated certificate of incorporation of Legacy, dated September 4, 2020;

•        “Closing” are to the closing of the Business Combination;

•        “Class A common stock” are to the Class A common stock, par value $0.0001 per share, of Legacy;

•        “Legacy,” “we,” “us,” “our” and the “Company” are to Legacy Acquisition Corp., a Delaware corporation;

•        “Legacy Team” are to a group of business professionals that collectively own a substantial majority of our Sponsor, including, but not limited to, certain members of our board, management team and Advisory Council;

•        “Private Placement Warrants” are to the warrants issued to Sponsor in a private placement that occurred simultaneously with the closing of our initial public offering;

•        “Private Warrant Amendment” are to the Warrant Amendment in respect of the Private Placement Warrants;

•        “Public Warrants” are to the redeemable warrants sold as part of the units in our initial public offering (whether they were purchased in the initial public offering or thereafter in the open market);

•        “Public Warrant Amendment” are to the Warrant Amendment in respect of the Public Warrants;

•        “Registered Holders” are to the record holders of the Public Warrants and the Private Placement Warrants on the record books of Continental Stock Transfer & Trust Company, the warrant agent, as applicable;

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•        “SEC” are to the U.S. Securities and Exchange Commission;

•        “Sponsor” are to Legacy Acquisition Sponsor I LLC, a Delaware limited liability company, an entity affiliated with members of our management team and other members of the Legacy Team;

•        “Stockholders Information Statement” are to the Definitive Information Statement filed on Schedule 14C with the SEC on October 30, 2020, a copy of which is attached hereto as Annex F ;

•        “Trust Fund” are to the proceeds from the initial public offering that were deposited and held in a segregated trust account for the benefit of Legacy and the holders of the Class A common stock included in the units issued in the initial public offering that is held and disbursed in accordance with the terms and conditions of the Investment Management Trust Agreement, effective as of November 16, 2017, as amended from time to time, by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as trustee;

•        “U.S. GAAP” are to United States generally accepted accounting principles, consistently applied;

•        “Warrant Agreement” are to the Warrant Agreement, dated as of November 16, 2017, by and between Legacy and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent;

•        “Warrant Amendments” are to the amendments to the Warrant Agreement, which require the approval of Registered Holders of at least 65% of the outstanding Public Warrants, and provide, among other things, that each outstanding Public Warrant and 2,912,230 Private Placement Warrants, which were to Sponsor and are beneficially owned by certain institutional investors of Sponsor, shall no longer be exercisable to purchase one-half share of Class A common stock for $5.75 per half-share (subject to adjustment as provided in Section 4 of 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, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is at least equal to $60 million, $0.35 in cash and 0.065 of a share of Class A common stock of Legacy, (ii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $60 million, but at least equal to $44 million, $0.25 in cash and 0.075 of a share of Class A common stock of Legacy, or (iii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $44 million, $0.18 in cash and 0.082 of a share of Class A common stock of Legacy;

•        “Warrant Holder Support Agreements” are to the Warrant Holder Support Agreements, dated as of September 18, 2020, with certain Registered Holders, whereby such Registered Holders agreed to vote in favor of and to consent to the Warrant Amendments; and

•        “Warrants” are to the Public Warrants and the Private Placement Warrants.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Consent Solicitation Statement contains forward-looking statements. These forward-looking statements relate to expectations for our future capital structure following the Warrant Amendments and the likelihood of approval of the Warrant Amendments. Specifically, forward-looking statements may include statements relating to other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this Consent Solicitation Statement and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding whether to consent to the Warrant Amendments set forth in this Consent Solicitation Statement. As a result of several known and unknown risks and uncertainties, the Business Combination may not be consummated and our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ include those listed below, as well as those described in this Consent Solicitation Statement under the section captioned “— Risk Factors” and those discussed in the attached Stockholders Information Statement attached hereto as Annex F:

•        assuming the Warrant Amendments are approved, each of the Public Warrants will convert into cash and shares of Class A common stock, and there can be no assurances that the aggregate value of such cash and the price at which you will be able to sell the shares of Class A common stock will be at or above the price paid for the Public Warrants;

•        there is no guarantee that the conversion of the Public Warrants and certain of the Private Placement Warrants into shares of Class A common stock will put the holder of such Public Warrants or Private Placement Warrants in a better future economic position as the market price of shares of Class A common stock will fluctuate;

•        resales of the additional shares of Class A common stock issued pursuant to the Warrant Amendment may adversely affect the price of the Class A common stock;

•        potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Business Combination;

•        uncertainties as to the timing of the Business Combination;

•        adverse effects on our stock price resulting from the announcement of the Business Combination or the failure of the proposed Business Combination to be completed;

•        competitive responses to the announcement of the Business Combination;

•        the risk of exceeding the expected costs of the Business Combination;

•        risks related to disruption of Onyx management’s attention from its ongoing business operations due to the Business Combination;

•        litigation relating to the Business Combination;

•        the inability to retain key personnel;

•        any changes in general economic and/or industry-specific conditions;

•        adverse changes in U.S. and non-U.S. governmental laws and regulations; and

•        the ability of our stockholders to realize the anticipated benefits of the Business Combination.

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Additional risks, uncertainties and other factors include those discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and subsequent Quarterly Reports on Form 10-Q. All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this Consent Solicitation Statement and attributable to us or any other person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Consent Solicitation Statement or, in the case of the risk factors contained in the Annual Report or any Quarterly Report, as of the date of such report. Except as required by applicable law or regulation, the Company assumes no obligation (and specifically disclaims any such obligation) to publicly update or revise any forward-looking statements contained in this Consent Solicitation Statement.

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SUMMARY TERM SHEET

This summary term sheet, together with the section entitled “Frequently Asked Questions” summarizes certain information contained in this Consent Solicitation Statement, but does not contain all of the information that may be important to you. You should read carefully this entire Consent Solicitation Statement, the attached annexes and exhibits, along with the Stockholders Information Statement, a copy of which is attached hereto as Annex F, and the annexes attached thereto, for a more complete understanding of the Warrant Amendments and the Business Combination.

•        Legacy is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

•        Following the Closing, we will change our legal name from Legacy Acquisition Corp. to PARTS iD, Inc. (or “PARTS iD”). Post-Closing references, to “we,” “us,” “our,” and the “Company,” as indicated or as the context otherwise indicates is appropriate, are references to Legacy as so renamed PARTS iD.

•        We issued 30,000,000 Public Warrants to purchase Class A common stock (as part of the units issued in our initial public offering), along with 17,500,000 Private Placement Warrants issued to our Sponsor in a private placement that closed concurrently with our initial public offering. Each Warrant entitles its holder to purchase one half of one share of Class A common stock at an exercise price of $5.75 per one half share ($11.50 per whole share).

•        Pursuant to the Sponsor Support Agreement, our Sponsor has agreed to forfeit 14,587,770 Private Placement Warrants held of record and beneficially owned by it. Certain institutional investors of Sponsor, who are the beneficial owners of the remaining 2,912,230 Private Placement Warrants in the aggregate (which are held of record by the Sponsor), will receive the same consideration as the Public Warrants; provided, that if such beneficial owners cease to beneficially own any of such Private Placement Warrants and the Sponsor becomes the beneficial owner of such Private Placement Warrants, such Private Placement Warrants shall be forfeited.

•        If the Warrant Amendments proposed herein are approved and the Business Combination is consummated, each outstanding Public Warrant and 2,912,230 Private Placement Warrants, which were issued to Sponsor and are beneficially owned by certain institutional investors of Sponsor, shall no longer be exercisable to purchase one-half share of Class A common stock for $5.75 per half-share and instead shall be converted solely into the right to receive (i) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is at least equal to $60 million, $0.35 in cash and 0.065 of a share of Class A common stock of Legacy, (ii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $60 million, but at least equal to $44 million, $0.25 in cash and 0.075 of a share of Class A common stock of Legacy, or (iii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $44 million, $0.18 in cash and 0.082 of a share of Class A common stock of Legacy. Any private offering conducted by Legacy prior to the Closing must be approved by ONYX pursuant to Section 8.4 of the Business Combination Agreement.

•        The Warrant Amendments require the approval of Registered Holders of at least 65% of the outstanding Public Warrants and are described in detail in “The Warrant Amendments” in this Consent Solicitation Statement.

•        In connection with the Warrant Amendments being sought, Legacy entered into Warrant Holder Support Agreements with certain Registered Holders of approximately 65.02% of the outstanding Public Warrants who agreed to vote in favor of and consent to the Warrant Amendments and, therefore, Legacy expects the Warrant Amendments will be approved.

•        Any shares of Class A common stock issued in exchange for the Warrants pursuant to the Warrant Amendments will not be registered with the SEC, but will be issued pursuant to an exemption from

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the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof, and will have the same character (i.e., restricted or unrestricted) as the Warrants that have been surrendered. Any shares of Class A common stock that you receive pursuant to the Warrant Amendments in respect of your Public Warrants will be freely-tradable, except by persons who are considered to be our affiliates, as that term is defined in the Securities Act. Any shares of Class A common stock that institutional investors in our Sponsor may receive pursuant to the Warrant Amendments in respect of the Private Placement Warrants will be restricted.

•        In connection with the Business Combination, we may pursue a private offering. Although we may elect not to pursue a private offering and any related terms are subject to negotiation and change and the approval of ONYX, we expect that any potential private offering will be on customary terms.

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QUESTIONS AND ANSWERS ABOUT THE WARRANT AMENDMENTS

The following questions and answers are intended to respond to frequently asked questions concerning the Warrant Amendments. These questions do not, and are not intended to, address all the questions that may be important to you. You should carefully read this entire Consent Solicitation Statement, as well as its exhibits and annexes.

Q:     Who is entitled to consent to the Warrant Amendments described in this Consent Solicitation Statement?

A:     All holders of record of our Public Warrants as of the close of business on Wednesday, September 30, 2020. As of the Record Date, there were 30,000,000 Public Warrants outstanding, along with 17,500,000 Private Placement Warrants issued to our Sponsor in a private placement that closed concurrently with our initial public offering. If your Public Warrants are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of the Public Warrants held in “street name,” and these consent solicitation materials are being forwarded to you by your broker, bank or nominee who is considered the holder of record with respect to those Public Warrants. As the beneficial owner, you have the right to direct your broker, bank or nominee to consent or to withhold consent to the proposals set forth herein. Your broker, bank or nominee has enclosed an instruction card for you to use in directing the broker, bank or nominee regarding whether to consent or to withhold consent to the proposals set forth herein.

Q:     What is the recommendation of our board of directors as to the Warrant Amendments described in this Consent Solicitation Statement?

A:     Our board of directors recommends that Registered Holders of the Public Warrants CONSENT TO the Warrant Amendments set forth in this Consent Solicitation Statement.

Q:     What is the required vote to approve the Warrant Amendments?

A.     The Warrant Amendments require the approval of Registered Holders of at least 65% of the outstanding Public Warrants. In connection with the Warrant Amendments being sought, we entered into Warrant Holder Support Agreements with certain Registered Holders of approximately 65.02% of the outstanding Public Warrants who agreed to vote in favor of and consent to the Warrant Amendments. Because the Public Warrants held by the Registered Holders who already agreed to consent to the Warrant Amendments exceeds the requisite threshold required to approve the Warrant Amendments, we expect the Warrant Amendments will be approved.

Q:     What do I need to do now to register my consent?

A:     After carefully reading and considering the information contained in this Consent Solicitation Statement, you may consent to the Warrant Amendments set forth herein by signing and dating the enclosed written consent and returning it in the enclosed envelope as soon as possible.

Q:     What if I do not return the written consent?

A:     Because the Warrant Amendments require the written consents of the Registered Holders of at least 65% of the outstanding Public Warrants, your failure to respond will have the same effect as a withheld consent. However, because the Public Warrants held by certain Registered Holders who already agreed to vote in favor of and consent to the Warrant Amendments under the Warrant Holder Support Agreements exceeds the requisite threshold required to approve the Warrant Amendments, we expect the Warrant Amendments will be approved.

Q:     Can I vote against the Proposal?

A:     Yes, simply not delivering an executed written consent in favor of the Warrant Amendments will be considered a vote against the Warrant Amendments. However, because the Public Warrants held by certain Registered Holders who already agreed to vote in favor of and consent to the Warrant Amendments under the Warrant Holder Support Agreements exceed the requisite threshold required to approve the Warrant Amendments, we expect the Warrant Amendments will be approved.

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Q:     Can I revoke my consent after I have delivered it?

A:     Unless you are a Registered Holder who signed a Warrant Holder Support Agreement agreeing not to revoke your consent, you may revoke your written consent at any time prior to the time that we receive a sufficient number of written consents to approve the Warrant Amendments set forth herein. A revocation may be in any written form validly signed and dated by you, as long as it clearly states that the consent previously given is no longer effective. The revocation should be sent to us at Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attn: Chief Executive Officer.

Q:     By when must we receive a sufficient number of consents?

A:     We are requesting that you send us your written consent by November 25, 2020. Our board of directors may extend the deadline to receive written consents in its sole discretion. Because the Public Warrants held by certain Registered Holders who already agreed to vote in favor of and consent to the Warrant Amendments under the Warrant Holder Support Agreements exceed the requisite threshold required to approve the Warrant Amendments, we expect the Warrant Amendments will be approved. Accordingly, we expect to receive a sufficient number of consents in advance of the deadline.

Q:     What is the reason for the Warrant Amendments?

A:     The Warrant Amendments are intended to reduce, or eliminate, the number of shares of Class A common stock potentially issuable upon the exercise of the Warrants, thus providing investors and potential investors with greater certainty as to the Company’s post-Closing capital structure. The 30,000,000 Public Warrants and 17,500,000 Private Placement Warrants are each currently exercisable to purchase one-half share of Class A common stock at an exercise price of $5.75 per Warrant, for an aggregate of 15,000,000 shares of Class A common stock and 8,750,000 shares of Class A common stock, respectively.

Pursuant to the Warrant Amendments, each outstanding Public Warrant and 2,912,230 Private Placement Warrants, which were issued to Sponsor and are beneficially owned by certain institutional investors of Sponsor, shall no longer be exercisable to purchase one-half share of Class A common stock for $5.75 per half-share and instead shall be converted solely into the right to receive (i) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is at least equal to $60 million, $0.35 in cash and 0.065 of a share of Class A common stock of Legacy, (ii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $60 million, but at least equal to $44 million, $0.25 in cash and 0.075 of a share of Class A common stock of Legacy, or (iii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $44 million, $0.18 in cash and 0.082 of a share of Class A common stock of Legacy. Any private offering conducted by Legacy prior to the Closing must be approved by ONYX pursuant to Section 8.4 of the Business Combination Agreement.

Pursuant to the Sponsor Support Agreement, our Sponsor has agreed to forfeit 14,587,770 Private Placement Warrants held of record and beneficially owned by it. Certain institutional investors of Sponsor, who are the beneficial owners of the remaining 2,912,230 Private Placement Warrants in the aggregate (which are held of record by the Sponsor), will receive the same consideration as the Public Warrants; provided, that if such beneficial owners cease to beneficially own any of such Private Placement Warrants and the Sponsor becomes the beneficial owner of such Private Placement Warrants, such Private Placement Warrants shall be forfeited.

If, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is at least equal to $60 million, we would pay $10.5 million in cash and issue 1,950,000 shares of Class A common stock in exchange for cancelling the Public Warrants. If, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $60 million, but at least equal to $44 million, we would pay $7.5 million in cash and issue 2,250,000 shares of Class A common stock in exchange for cancelling the Public Warrants. If, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $44 million, we would pay $5.4 million in cash and issue 2,460,000 shares of Class A common stock in exchange for cancelling the Public Warrants.

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Additionally, assuming no Private Placement Warrants are forfeited to our Sponsor, the Registered Holders of 2,912,230 Private Placement Warrants, which were issued to Sponsor and are beneficially owned by certain institutional investors of our Sponsor, would be entitled to receive (i) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is at least equal to $60 million, we would pay approximately $1,019,281 in cash and issue approximately 189,295 shares of Class A common stock in exchange for cancelling such Private Warrants, (ii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $60 million, but at least equal to $44 million, we would pay approximately $728,058 in cash and issue approximately 218,417 shares of Class A common stock in exchange for cancelling such Private Warrants, or (iii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $44 million, we would pay approximately $524,201 in cash and issue approximately 238,803 shares of Class A common stock in exchange for cancelling such Private Warrants.

Q:     When will the Warrant Amendments take effect?

A:     The Warrant Amendments will take effect, subject to Closing, as soon as practicable after receiving the required consents from the requisite Registered Holders of the Public Warrants; however, cash and shares of Class A common stock will be paid and/or issued, as applicable, at or after the Closing.

If the Business Combination is not consummated, then the Warrant Amendments will not take effect and there will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless.

Q:     Will any shares of Class A common stock received pursuant to the Public Warrant Amendment or the Private Warrant Amendment be restricted securities?

A:     The payment of cash and, if applicable, the issuance of shares of Class A common stock upon exchange of the Warrants is exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof. Under current interpretations of the staff of the Division of Corporation Finance of the SEC, securities that are obtained in a Section 3(a)(9) exchange generally assume the same character (i.e., restricted or unrestricted) as the securities that have been surrendered. We are also relying on Section 18(b)(4)(E) of the Securities Act to exempt the shares of Legacy Class A common stock issued in exchange for the Warrants from the registration and qualification requirements of state securities laws. Any shares of Class A common stock that you receive pursuant to the Warrant Amendments in respect of your Public Warrants will be freely-tradable, except by persons who are considered to be our affiliates, as that term is defined in the Securities Act. Any shares of Class A common stock that institutional investors in our Sponsor may receive pursuant to the Warrant Amendments in respect of the Private Placement Warrants will be restricted.

Q:     What are the U.S. federal income tax consequences of the Warrant Amendments for the Registered Holders of Public Warrants or Private Placement Warrants?

A:     For Registered Holders of Warrants who receive cash and shares of Class A common stock pursuant to the Warrant Amendments, we intend to treat such exchange as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the United States Internal Revenue Code of 1986, as amended (the “Code”). Assuming the exchange qualifies as a “recapitalization,” such Registered Holders would not be permitted to recognize any loss realized on the exchange and would be required to recognize gain (if any) on the exchange in an amount equal to the lesser of (i) the excess value of shares of Class A common stock and cash received over the Registered Holder’s adjusted tax basis in the Public Warrants or Private Placement Warrants exchanged, and (ii) the amount of cash received in the exchange.

There can be no assurance that the Internal Revenue Service (the “IRS”) or a court will agree with the tax consequences of the exchange described above and alternate characterizations are possible. We urge you to consult your tax advisors regarding the tax consequences of the Warrant Amendments.

Q:     Who will pay the costs of the Warrant Amendments?

A:     We will pay all of the costs of the Warrant Amendments, including distributing this Consent Solicitation Statement. We may also pay brokerage firms and other custodians for their reasonable expenses for forwarding information materials to the beneficial owners of the Public Warrants.

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RISK FACTORS

You should carefully consider the risk factors described below, together with the other information contained in this Consent Solicitation Statement and the accompanying Stockholders Information Statement under the caption “Risk Factors,” in evaluating the Warrant Amendments and the Business Combination. This Consent Solicitation Statement also contains forward-looking statements that involve risks and uncertainties. The Business Combination may not be consummated and Legacy’s and ONYX’s actual results could differ materially from those anticipated in the forward looking statements contained in this Consent Solicitation Statement as a result of specific factors, including the risks described below. Additional risks that are as of yet unknown, or that are currently considered immaterial, could also materially adversely affect Legacy’s and ONYX’s financial condition, results of operations and prospects.

The Warrant Amendments, if approved, and the Business Combination, if consummated, will cause all of our outstanding Public Warrants to be converted into cash and shares of Class A common stock.

If we complete the Consent Solicitation and obtain the requisite approval of the Warrant Amendments by Registered Holders of the Public Warrants and the Business Combination is consummated, each of your Public Warrants shall no longer be exercisable to purchase one-half share of Class A common stock for $5.75 per half-share and shall instead be converted solely into the right to receive (i) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is at least equal to $60 million, $0.35 in cash and 0.065 of a share of Class A common stock of Legacy, (ii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $60 million, but at least equal to $44 million, $0.25 in cash and 0.075 of a share of Class A common stock of Legacy, or (iii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $44 million, $0.18 in cash and 0.082 of a share of Class A common stock of Legacy. There can be no assurances that the aggregate value of the cash and the price at which you will be able to sell the shares of the Class A common stock you receive will be greater than the price you paid for your Warrants.

There is no guarantee that the conversion of the Public Warrants and certain of the Private Placement Warrants into shares of Class A common stock will put you in a better future economic position as the market price of shares of Class A common stock will fluctuate.

We can give no assurance as to the price at which a stockholder may be able to sell his, her or its shares of Class A common stock in the future following the Closing. The market price of shares of Class A common stock will fluctuate following issuance as of or following the Closing. There can be no assurances that you will be able to sell your shares of Class A common stock at or above the price you paid for your Warrants.

Resales of the additional shares of Class A common stock issued pursuant to the Warrant Amendments may adversely affect the price of the Class A common stock.

Shares of Class A common stock issued in respect of the Public Warrants will be freely tradable, unless held by our affiliates. In light of the current trading volume of Legacy’s Class A common stock, if the Registered Holders of the Public Warrants were to sell a significant portion of the shares of Class A common stock obtained from the Warrant Amendments, such sales could have a negative impact on the trading price of the shares of the Class A common stock.

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THE WARRANT AMENDMENTS

Before signing and dating the enclosed written consent attached hereto as Annex A and returning it in the enclosed envelope, you should read carefully this entire Consent Solicitation Statement, including the annexes (including the Stockholders Information Statement attached hereto as Annex F).

The Stockholders Information Statement contains important information relevant to your decision of whether to consent to the Warrant Amendments, including: (i) information with respect to the terms and conditions of the Business Combination and related transactions; (ii) historical financial information with respect to Legacy and ONYX together with the relevant Legacy and ONYX management’s discussion and analysis of financial condition and results of operations; (iii) pro forma financial information giving effect to the Business Combination; (iv) the description of ONYX; and (v) related risk factors. The Stockholders Information Statement and the information contained therein all comprise part of this Consent Solicitation Statement.

The Stockholders Information Statement is part of this Consent Solicitation Statement, and you are advised to read the Stockholders Information Statement, any amendments thereto and other relevant materials that we may file in connection with the Business Combination with the SEC, when available, as these materials contain or will contain important information about the Business Combination and the Warrant Amendments and comprise part of this Consent Solicitation Statement.

Parties to the Warrant Amendments

Legacy Acquisition Corp.

Legacy is a blank check company incorporated on March 15, 2016 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Legacy has not engaged in any operations nor generated any revenue to date. Based on its business activities, the Company is a “shell company” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because it has no operations and nominal assets consisting almost entirely of cash.

Legacy’s securities are traded on the NYSE under the ticker symbols “LGC,” “LGC.U” and “LGC.WS.” Legacy’s units will automatically separate into the component securities upon Closing of the Business Combination and, as a result, will no longer trade as a separate security following Closing. We have agreed to cause our shares of Class A common stock and will apply to the NYSE to permit such shares to be listed and traded under the symbol “ID.” Pursuant to the proposed Warrant Amendments, at the Closing or as soon as practicable thereafter all outstanding Public Warrants and 2,912,230 Private Placement Warrants will be cancelled in exchange for cash and shares of Class A common stock.

The mailing address of Legacy’s principal executive office is 1308 Race Street, Suite 200, Cincinnati, Ohio 45202. Upon the Closing of the Business Combination, the mailing address of the Company’s principal executive offices are expected to be 1 Corporate Dr. Ste. C, Cranbury, New Jersey 08512.

Continental Stock Transfer & Trust Company as Warrant Agent for those Registered Holders of Legacy’s Public Warrants and Private Placement Warrants

Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent for those Registered Holders of the 30,000,000 outstanding Public Warrants, determined as of the close of business on Wednesday, September 30, 2020, as well as the Sponsor, which is the Registered Holder of all 17,500,000 outstanding Private Placement Warrants.

The Warrant Amendments Proposal

The proposed Warrant Amendments provide, among other things, that each outstanding Public Warrant and 2,912,230 Private Placement Warrants, which were issued to Sponsor and are beneficially owned by certain institutional investors of Sponsor, shall no longer be exercisable to purchase one-half share of Class A common stock for $5.75 per half-share and instead shall be converted solely into the right to receive (i) if, at the Closing, the

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aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is at least equal to $60 million, $0.35 in cash and 0.065 of a share of Class A common stock of Legacy, (ii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $60 million, but at least equal to $44 million, $0.25 in cash and 0.075 of a share of Class A common stock of Legacy, or (iii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $44 million, $0.18 in cash and 0.082 of a share of Class A common stock of Legacy. Any private offering conducted by Legacy prior to the Closing must be approved by ONYX pursuant to Section 8.4 of the Business Combination Agreement. The Warrant Amendments require the approval of Registered Holders of at least 65% of the outstanding Public Warrants.

If the Business Combination is not consummated by the Outside Extended Date (as defined in the Stockholders Information Statement), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares of Class A common stock included as part of the units sold in our initial public offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest (less up to $50,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable and up to $750,000 released to us annually to fund working capital requirements)), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish the rights as stockholders of holders of the Offering Shares (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors in accordance with applicable law, dissolve and liquidate, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail to complete the Business Combination by the Outside Extended Date.

Business Combination and Related Transaction Agreements

Legacy is party to the Business Combination Agreement, by and among Legacy, Merger Sub, Merger Sub 2, ONYX and the Stockholder Representative.

Please refer to “Approval No. 1 — The Business Combination Approval — The Business Combination Approval” and “— Related Transaction Agreements” in the Stockholders Information Statement for a discussion of the terms of the Business Combination, the Business Combination Agreement and the related transaction agreements, including the Warrant Holder Support Agreements and the Sponsor Support Agreement.

Voting Power; Record Date

The Warrant Amendments require the approval by Registered Holders of at least 65% of the outstanding Public Warrants. Registered Holders of the Public Warrants as of the close of business on Wednesday, September 30, 2020, are entitled to consent to the Warrant Amendments pursuant to this Consent Solicitation. In connection with the Warrant Amendments being sought, Legacy has entered into Warrant Holder Support Agreements with certain Registered Holders of approximately 65.02% of the outstanding Public Warrants who agreed to vote in favor of and consent to the Warrant Amendments. Because the Public Warrants held by the Registered Holders who already agreed to consent to the Warrant Amendments exceeds the requisite threshold required to approve the Warrant Amendments, Legacy expects that the requisite approval of the Warrant Amendments will be obtained.

A copy of the consent to be executed by the Registered Holders of the Public Warrants is annexed to this Consent Solicitation Statement as Annex A. The form of the Warrant Amendments to the Warrant Agreement are included as Exhibit A to this Consent Solicitation Statement.

Reason for Approval of the Warrant Amendments

The Warrant Amendments are intended to eliminate the Warrants, thus providing investors and potential investors with greater certainty as to the Company’s post-Closing capital structure. The 30,000,000 Public Warrants and 17,500,000 Private Placement Warrants are each currently exercisable to purchase one-half share of Class A common stock at an exercise price of $5.75 per Warrant, for an aggregate of 15,000,000 shares of Class A common stock and 8,750,000 shares of Class A common stock, respectively.

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Effect of the Warrant Amendments

If the Warrant Amendments are approved by the Registered Holders of at least 65% of the outstanding Public Warrants, each outstanding Public Warrant and 2,912,230 Private Placement Warrants, which were issued to Sponsor and are beneficially owned by certain institutional investors of Sponsor, shall no longer be exercisable to purchase one-half share of Class A common stock for $5.75 per half-share and instead shall be converted solely into the right to receive (i) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is at least equal to $60 million, $0.35 in cash and 0.065 of a share of Class A common stock of Legacy, (ii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $60 million, but at least equal to $44 million, $0.25 in cash and 0.075 of a share of Class A common stock of Legacy, or (iii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $44 million, $0.18 in cash and 0.082 of a share of Class A common stock of Legacy. Any private offering conducted by Legacy prior to the Closing must be approved by ONYX pursuant to Section 8.4 of the Business Combination Agreement.

Pursuant to the Sponsor Support Agreement, our Sponsor has agreed to forfeit 14,587,770 Private Placement Warrants held of record and beneficially owned by it. Certain institutional investors of Sponsor, who are the beneficial owners of the remaining 2,912,230 Private Placement Warrants in the aggregate (which are held of record by the Sponsor), will receive the same consideration as the Public Warrants; provided, that if such beneficial owners cease to beneficially own any of such Private Placement Warrants and the Sponsor becomes the beneficial owner of such Private Placement Warrants, such Private Placement Warrants shall be forfeited.

If, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is at least equal to $60 million, we would pay $10.5 million in cash and issue 1,950,000 shares of Class A common stock in exchange for cancelling the Public Warrants. If, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $60 million, but at least equal to $44 million, we would pay $7.5 million in cash and issue 2,250,000 shares of Class A common stock in exchange for cancelling the Public Warrants. If, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $44 million, we would pay $5.4 million in cash and issue 2,460,000 shares of Class A common stock in exchange for cancelling the Public Warrants.

Additionally, assuming no Private Placement Warrants are forfeited to our Sponsor, the Registered Holders of 2,912,230 Private Placement Warrants, which were issued to our Sponsor and are beneficially owned by certain institutional investors of our Sponsor, would be entitled to receive (i) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is at least equal to $60 million, we would pay approximately $1,019,281 in cash and issue approximately 189,295 shares of Class A common stock in exchange for cancelling such Private Warrants, (ii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $60 million, but at least equal to $44 million, we would pay approximately $728,058 in cash and issue approximately 218,417 shares of Class A common stock in exchange for cancelling such Private Warrants, or (iii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $44 million, we would pay approximately $524,201 in cash and issue approximately 238,803 shares of Class A common stock in exchange for cancelling such Private Warrants.

As described above, shares issued in exchange for the Warrants pursuant to the Warrant Amendments will not be registered with the SEC or any state securities regulators pursuant to applicable exemptions under Section 3(a)(9) of the Securities Act and Section 18(b)(4)E) of the Securities Act. Any shares of Class A common stock that you receive pursuant to the Warrant Amendments in respect of your Public Warrants will be freely-tradable, except by persons who are considered to be our affiliates, as that term is defined in the Securities Act. Any shares of Class A common stock that institutional investors in our Sponsor may receive pursuant to the Warrant Amendments in respect of the Private Placement Warrants will be restricted.

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Certain U.S. Federal Income Tax Consequences

The following discussion is a general summary of material U.S. federal income tax consequences to the Registered Holders that beneficially own and hold Warrants as capital assets, within the meaning of Section 1221 of the Code, laws, regulations, rulings and decisions in effect on the date hereof, all of which are subject to change, possibly with retroactive effect, and to varying interpretations, which could result in U.S. federal income tax consequences different from those described below. This discussion does not address all of the tax consequences that may be relevant to a Registered Holder of Warrants based on his, her or its individual circumstances and does not address tax consequences applicable to Registered Holders that may be subject to special tax rules, such as: financial institutions; insurance companies; regulated investment companies; tax-exempt organizations; dealers or traders in securities or currencies; Registered Holders that actually or constructively own 5% or more of our shares of Class A common stock; Registered Holders that hold Warrants as part of a position in a straddle or a hedging, conversion or integrated transaction for U.S. federal income tax purposes; Registered Holders that have a functional currency other than the U.S. dollar; Registered Holders that received their Warrants as compensation for the performance of services; or Registered Holders that are not U.S. persons (as defined for U.S. federal income tax purposes). Moreover, this summary does not address any state, local or foreign tax consequences or any U.S. federal non-income tax consequences of the exchange of Warrants for cash and shares of Class A common stock pursuant to the Warrant Amendments or, except as discussed herein, any tax reporting obligations of a Registered Holder of Warrants. Registered Holders of Warrants should consult their tax advisors as to the specific tax consequences to them of the Warrant Amendments in light of their particular circumstances.

If an entity treated as a partnership for U.S. federal income tax purposes holds Warrants, the tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Registered Holders owning their Warrants through a partnership should consult their tax advisors regarding the U.S. federal income tax consequence of exchanging Warrants for cash and shares of Class A common stock pursuant to the Warrant Amendments.

This summary is based on the Code, applicable Treasury regulations, administrative pronouncements and judicial decisions, each as in effect on the date hereof. All of the foregoing are subject to change, possibly with retroactive effect, or differing interpretations by the IRS or a court, which could affect the tax consequences described herein.

For Registered Holders of Warrants who receive cash and shares of Class A common stock pursuant to the Warrant Amendments, we intend to treat an exchange of Warrants for shares of Class A common stock and cash as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code. Assuming the exchange qualifies as a “recapitalization,” such Registered Holders would not be permitted to recognize any loss realized on the exchange and would be required to recognize gain (if any) on the exchange in an amount equal to the lesser of (i) the excess value of shares of Class A common stock and cash received over the Registered Holder’s adjusted tax basis in the Warrants exchanged, and (ii) the amount of cash received in the exchange.

A Registered Holder’s adjusted tax basis in its Warrants generally will equal the Registered Holder’s acquisition cost, which in the case of a Registered Holder that acquired the Public Warrants in the initial public offering should equal such Registered Holder’s cost for the investment unit that is allocated to the Public Warrant component. Subject to the discussion below relating to possible dividend treatment, such gain would be treated as capital gain and would be long-term capital gain if the Registered Holder’s holding period for such Warrants exceeds one year. Long-term capital gains realized by a non-corporate Registered Holder are currently eligible to be taxed at reduced rates.

If an exchange is treated as a recapitalization and has the effect of the distribution of a dividend with respect to a Registered Holder, then any gain recognized by such Registered Holder will be treated as a dividend to the extent of such Registered Holder’s ratable share of our current or accumulated and undistributed earnings and profits, as determined under U.S. federal income tax principles, and any remaining gain will generally be treated first as a return of capital, and thereafter as capital gain. Dividends received by individual Registered Holders will generally be subject to a reduced maximum tax rate of 20% if such dividends are treated as “qualified dividend income” for U.S. federal income tax purposes. Dividends received by corporate Registered Holders may be eligible for a dividends received deduction equal to 50% of the amount of the distribution, subject to applicable limitations,

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including limitations related to “debt-financed portfolio stock” under Section 246A of the Code and to the holding period requirements of Section 246 of the Code. The dividend rules are complex, and each Registered Holder should consult its own tax advisor regarding the application of such rules.

If an exchange is treated as a recapitalization, whether such exchange has the effect of the distribution of a dividend with respect to a Registered Holder is determined (i) by reference to the rules under Section 302 of the Code and related Treasury regulations governing whether a redemption of stock is treated as a sale or exchange of such stock or as a distribution with respect to such stock, (ii) by deeming such Registered Holder to have received, in lieu of cash, an amount of shares of Class A common stock with a fair market value on the date of the exchange equal to the amount of cash received in the exchange and (iii) by deeming such stock to be immediately redeemed for such cash.

Under Section 302 of the Code, a deemed redemption of shares of Class A common stock deemed held by a Registered Holder will be treated as a “sale or exchange” of such stock for U.S. federal income tax purposes, rather than as a distribution with respect to such stock, if, in relevant part, (i) the redemption is “not essentially equivalent to a dividend” with respect to such Registered Holder or (ii) the distribution of cash to such Registered Holder is “substantially disproportionate” with respect to such Registered Holder. In determining whether either of the foregoing tests is satisfied, a Registered Holder takes into account not only our Class A common stock actually owned by the Registered Holder, but also our Class A common stock that is constructively owned by it. A Registered Holder may constructively own, in addition to Class A common stock owned directly, Class A common stock owned by certain related individuals and entities in which the Registered Holder has an interest or that have an interest in the Registered Holder, as well as any shares of Class A common stock the Registered Holder has a right to acquire by exercise of an option, which would generally include shares of Class A common stock that could be acquired if the Warrants held by such Registered Holder were exercised.

In general, a distribution to a Registered Holder in a deemed redemption of shares will qualify as “substantially disproportionate” only if the percentage of the Company’s Class A common stock that are owned by the Registered Holder (actually and constructively) after the redemption is less than 80% of the percentage of outstanding Company Class A common stock owned by such Registered Holder before the redemption. A redemption will satisfy the “not essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the Registered Holder’s equity interest in the Company. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority Registered Holder in a publicly held corporation who exercises no control over and does not participate in the management of our corporate affairs may constitute such a meaningful reduction. However, the applicability of this ruling is uncertain and Registered Holders who do not qualify for “sale or exchange” treatment as “substantially disproportionate” should consult their own tax advisors regarding the potential application of the “not essentially equivalent to a dividend” test to their particular situations. A Registered Holder should consult its own tax advisor regarding the foregoing tests under Section 302 of the Code in light of such Registered Holder’s particular circumstances. If any of the foregoing Section 302 tests applied to a Registered Holder, the gain recognized to the Registered Holder on the exchange would generally be treated as capital gain and taxed as described above.

If the exchange is treated as a recapitalization, a Registered Holder’s tax basis in the shares of Class A common stock received generally would equal the Registered Holder’s tax basis in the Warrants exchanged, decreased by the amount of cash received and increased by any gain recognized on the exchange.

A 3.8% Medicare contribution tax will generally apply to all or some portion of the net investment income of a Registered Holder who is an individual, estate or trust with adjusted gross income that exceeds a threshold amount. For these purposes, dividends received with respect to Class A common stock, and gains or losses realized from the taxable disposition of Class A common stock, will generally be taken into account in computing a Registered Holder’s net investment income.

The holding period of the shares of Class A common stock received by a Registered Holder would include the holding period of such Registered Holder’s Warrants. Special tax basis and holding period rules apply to Registered Holders that own both Public Warrants and Private Placement Warrants or acquired different blocks of Warrants at different prices or at different times. There can be no assurance that the IRS or a court will agree with the tax consequences of the exchange described above and alternate characterizations are possible. You should consult your tax advisor as to the applicability of these rules to your particular circumstances.

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Although we believe the exchange of Warrants for shares of Class A common stock and cash pursuant to the Warrant Amendments is a value-for-value transaction, because of the uncertainty inherent in any valuation, there can be no assurance that the IRS or a court would agree. If the IRS or a court were to view such exchange as the issuance of shares of Class A common stock and cash to an exchanging Registered Holder having a value in excess of the Warrants surrendered by such Registered Holder, such excess value could be viewed as a fee received in consideration for consenting to the Warrant Amendments (which fee may be taxable to you) or a dividend (related to the cash portion of the consideration) or a constructive dividend under Section 305 of the Code (related to the Class A common stock portion of the consideration).

Registered Holders are urged to consult their personal tax advisors concerning the tax consequences of an exchange pursuant to the Warrant Amendments based on their particular circumstances. In addition, each Registered Holder should consult its own tax advisors regarding the tax consequences of owning and disposing of Class A common stock.

Information Reporting and Backup Withholding

Cash received at Closing may be subject to information reporting. Additionally, U.S. federal income tax laws require that, in order to avoid potential backup withholding in respect of certain “reportable payments,” each Registered Holder must either (i) provide to the Company such Registered Holder’s correct taxpayer identification number (“TIN”) (or certify under penalty of perjury that such Registered Holder is awaiting a TIN) and certify that (A) such Registered Holder has not been notified by the IRS that such Registered Holder is subject to backup withholding as a result of a failure to report all interest and dividends or (B) the IRS has notified such Registered Holder that such Registered Holder is no longer subject to backup withholding, or (ii) provide an adequate basis for exemption. Each Registered Holder is required to make such certifications by providing the Company a signed copy of IRS Form W-9. Exempt tendering Registered Holder are not subject to backup withholding and reporting requirements but will be required to certify their exemption from backup withholding on an applicable form. If the Company is not provided with the correct TIN or an adequate basis for exemption, any “reportable payments” made to the relevant Registered Holder at Closing will be subject to backup withholding in an amount equal to 24% of such “reportable payments.”

Amounts withheld, if any, are generally not an additional tax and may be refunded or credited against the Registered Holder’s U.S. federal income tax liability, provided that the Registered Holder timely furnishes the required information to the IRS.

Financial Information

Our audited balance sheets as of December 31, 2019 and 2018, the related statements of operations, changes in stockholders’ equity and cash flows, for the years ended December 31, 2019 and 2018 and the related notes, along with our audited balance sheets as of December 31, 2018 and 2017, the related statements of operations, changes in stockholders’ equity and cash flows for the years ended December 31, 2018 and 2017 and the related notes, which were filed on pages F-13–F-44 of the Stockholders Information Statement, attached hereto as Annex F, are part of this Consent Solicitation Statement.

Our unaudited balance sheets as of June 30, 2020 and 2019, the related statements of operations, changes in stockholders’ equity and cash flows, for the six months ended June 30, 2020 and 2019 and the related notes, which were filed on pages F-2–F-12 of the Stockholders Information Statement, attached hereto as Annex F, are part of this Consent Solicitation Statement.

Onyx’s audited balance sheets as of December 31, 2019 and 2018, the related statements of operations, changes in shareholders’ deficit and cash flows, for the years ended December 31, 2019, 2018 and 2017 and the related notes, which were filed on pages F-62–F-77 of the Stockholders Information Statement, attached hereto as Annex F, are part of this Consent Solicitation Statement.

Onyx’s unaudited balance sheets as of June 30, 2020 and 2019, the related statements of operations, changes in shareholders’ deficit and cash flows, for the six months ended June 30, 2020 and 2019 and the related notes, which were filed on pages F-46–F-60 of the Stockholders Information Statement, attached hereto as Annex F, are part of this Consent Solicitation Statement.

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The unaudited pro forma condensed combined balance sheet and statement of operations information giving effect to the Business Combination, attached hereto as part of Annex F, is part of this Consent Solicitation Statement.

Our supplementary financial information filed with our Stockholders Information Statement, attached hereto as Annex F, is part of this Consent Solicitation Statement.

Our “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was included in the Stockholders Information Statement, attached hereto as Annex F, is part of this Consent Solicitation Statement.

Onyx’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was included in the Stockholders Information Statement, attached hereto as Annex F, is part of this Consent Solicitation Statement.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

As of December 31, 2019, we did not have changes in, or disagreements with, our independent registered public accounting firm on our accounting and financial disclosure.

Quantitative and Qualitative Disclosures About Market Risk

The net proceeds of our initial public offering and the sale of the Private Placement Warrants held in the Trust Fund are invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there is no associated material exposure to interest rate risk.

Recommendation to Registered Holders of our Public Warrants

The board of directors of Legacy believes that the Warrant Amendments are in the best interests of Legacy and Registered Holders of the Public Warrants and recommends that its Registered Holders of Public Warrants “CONSENT TO” the Warrant Amendments.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” filed with our Stockholders Information Statement, attached hereto as Annex F, is part of this Consent Solicitation Statement.

APPRAISAL RIGHTS

Appraisal rights are not available to Registered Holders in connection with the Warrant Amendments.

HOUSEHOLDING INFORMATION

Unless we have received contrary instructions, we may send a single copy of this Consent Solicitation Statement to any household at which two or more Registered Holders reside if we believe the Registered Holders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if Registered Holders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the Registered Holders should contact the Company or the broker orally or in writing at the telephone number or address, respectively, set forth under “Where You Can Find More Information” below, and we will promptly send such Registered Holders the requested disclosure documents. Similarly, if an address is shared with another Registered Holder and together both of the Registered Holders would like to receive only a single set of our disclosure documents, the Registered Holders should contact the Company or the broker who holds the Warrants directly.

TRANSFER AGENT AND REGISTRAR

The transfer agent for our securities is Continental Stock Transfer & Trust Company.

STOCKHOLDER PROPOSALS

Our stockholder proposal information filed with our Stockholders Information Statement, attached hereto as Annex F, is part of this Consent Solicitation Statement.

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WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read Legacy’s SEC filings, including this Consent Solicitation Statement, over the Internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this Consent Solicitation Statement or if you have questions about the Warrant Amendments presented herein, you should contact Legacy at the following address and telephone number:

Legacy Acquisition Corp.
1308 Race Street, Suite 200
Cincinnati, Ohio 45202
(513) 618-7161
Attention: William C. Finn

You may also obtain these documents by requesting them in writing or by telephone from Legacy’s proxy solicitation agent at the following address and telephone number:

Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals, call (800) 662-5200, or
Banks and brokers, call (203) 658-9400
Email: LGC.info@morrowsodali.com

 

BY ORDER OF THE BOARD OF DIRECTORS,

   

/s/ William C. Finn

   

William C. Finn

   

Chief Financial Officer and Secretary

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EXHIBIT A

WARRANT AMENDMENTS

FORM OF AMENDMENT NO. 1 TO WARRANT AGREEMENT

THIS AMENDMENT TO THE WARRANT AGREEMENT (this “Amendment”) is made as of [    ], 2020, by and between Legacy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Warrant Agreement (as defined below).

WHEREAS, on October 24, 2017, the Company entered into that certain Sponsor Warrants Purchase Agreement with Legacy Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 17,500,000 warrants, each entitling the holder to purchase one-half of one share of Class A common stock (as defined below) at an exercise price of $5.75 per half share (each, a “Private Placement Warrant,” and collectively, the “Private Placement Warrants”) in connection with, and simultaneously with the closing of, the Offering (as defined below);

WHEREAS, on November 21, 2017, the Company consummated an initial public offering (the “Offering”) of 30,000,000 units of the Company’s equity securities, each such unit comprised of one share of the Company’s Class A common Stock, par value $0.0001 per share (“Class A common stock”), and one public warrant to purchase one-half of one share of Class A common stock at an exercise price of $5.75 per half share (each a “Public Warrant” and, collectively, the “Public Warrants,” and together with the Private Placement Warrants, the “Warrants”);

WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of November 16, 2017 (the “Warrant Agreement”), which governs the Warrants;

WHEREAS, the Company is party to that certain Business Combination Agreement, dated as of September 18, 2020 (the “Business Combination Agreement”), by and among the Company, Excel Merger Sub I, Inc., Excel Merger Sub II, LLC, Onyx Enterprises Int’l, Corp. (“ONYX”) and Shareholder Representative Services LLC, solely in its capacity as the stockholder representative (the “Stockholder Representative”), pursuant to which the parties have agreed to the terms and conditions of a business combination (the transactions contemplated by the Business Combination Agreement, the “Business Combination”);

WHEREAS, consistent with the Company’s obligations under the Business Combination Agreement, the Company desires to, and the Warrant Agent has agreed to (subject to obtaining the Required Approval (as defined below)), amend the Warrant Agreement to provide that each outstanding Public Warrant shall no longer be exercisable to purchase one-half share of Class A common stock at an exercise price of $5.75 per half share and instead shall be converted solely into the right to receive the consideration described herein (the “Public Warrant Amendment”);

WHEREAS, pursuant to the Sponsor Support Agreement, dated as of September 18, 2020, by and among the Sponsor, the Company and the Stockholder Representative, the Sponsor has agreed to forfeit 14,587,770 Private Placement Warrants held of record and beneficially owned by the Sponsor (the “Forfeiture”);

WHEREAS, consistent with the Company’s obligations under the Business Combination Agreement, the Company desires to, and the Warrant Agent has agreed to (subject to obtaining the Required Approval), amend the Warrant Agreement to provide (i) for the Forfeiture and (ii) that 2,912,230 outstanding Private Placement Warrants, which were issued to the Sponsor and are beneficially owned by certain institutional investors of Sponsor, shall no longer be exercisable to purchase one-half share of Class A common stock at an exercise price of $5.75 per half share and instead shall be converted solely into the right to receive the consideration described herein; provided, that if such beneficial owners cease to beneficially own any of such Private Placement Warrants and the Sponsor becomes the beneficial owner of such Private Placement Warrants, such Private Placement Warrants shall be forfeited (the “Private Warrant Amendment” and together with the Public Warrant Amendment, the “Warrant Amendments”);

Exhibit A-1

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WHEREAS, Section 9.8 of the Warrant Agreement provides that this Amendment and the Warrant Amendments contemplated hereby would require the vote or written consent of Registered Holders (as defined in the Warrant Agreement) of 65% of the then outstanding Public Warrants (the “Required Approval”);

WHEREAS, as of the date hereof, there are 30,000,000 Public Warrants and 17,500,000 Private Placement Warrants outstanding;

WHEREAS, the Company entered into warrant holder support agreements, effective as of September 18, 2020 (“Warrant Holder Support Agreements”), with the Registered Holders of approximately 19,506,000 Public Warrants (or at least 65% of the outstanding Public Warrants), pursuant to which such Registered Holders have agreed to vote in favor of (or consent in writing to) the Warrant Amendments; and

WHEREAS, in accordance with Section 9.8 of the Warrant Agreement, the Company has obtained the Required Approval for this Amendment and the Warrants Amendments contemplated hereby.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.      Warrant Amendments.    The Warrant Agreement is hereby amended to reflect that, notwithstanding any provisions in the Warrant Agreement (including Sections 3, 4, 5 and/or 6 thereof) to the contrary, upon or promptly following receipt of the Required Approval:

(a)     Public Warrant Amendment:    Subject to the closing of the Business Combination, at the First Effective Time (as defined in the Business Combination Agreement), each outstanding Public Warrant shall no longer be exercisable to purchase one-half share of Class A common stock for $5.75 per half-share (subject to adjustment as provided in Section 4 of 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 (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private offering) is at least equal to $60 million, $0.35 in cash and 0.065 of a share of Class A common stock of the Company, (ii) if, at the Closing, the aggregate gross Cash in the Trust Fund (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private offering) is less than $60 million, but at least equal to $44 million, $0.25 in cash and 0.075 of a share of Class A common stock of the Company, or (iii) if, at the Closing, the aggregate gross Cash in the Trust Fund (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private offering) is less than $44 million, $0.18 in cash and 0.082 of a share of Class A common stock of the Company, and

(b)    Private Warrant Amendment:    Subject to the closing of the Business Combination, at the First Effective Time, 2,912,230 outstanding Private Placement Warrants (the “Exchangeable Warrants”) which are beneficially owned by certain institutional investors of Sponsor (the “Beneficial Owners”) as of the date hereof shall no longer be exercisable to purchase one-half share of Class A common stock for $5.75 per half-share (subject to adjustment as provided in Section 4 of 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 (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private offering) is at least equal to $60 million, $0.35 in cash and 0.065 of a share of Class A common stock of the Company, (ii) if, at the Closing, the aggregate gross Cash in the Trust Fund (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private offering) is less than $60 million, but at least equal to $44 million, $0.25 in cash and 0.075 of a share of Class A common stock of the Company, or (iii) if, at the Closing, the aggregate gross Cash in the Trust Fund (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received

Exhibit A-2

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by the Company from any private offering) is less than $44 million, $0.18 in cash and 0.082 of a share of Class A common stock of the Company; provided, that if such Beneficial Owners cease to beneficially own any of such Exchangeable Warrants and the Sponsor becomes the beneficial owner of such Exchangeable Warrants, such Exchangeable Warrants shall be cancelled and no longer outstanding. Subject to the closing of the Business Combination, at the First Effective Time, 14,587,770 Private Placement Warrants held of record and beneficially owned solely by the Sponsor as of the date hereof shall be cancelled and no longer outstanding.

(c)     Definitions.    The following terms used in this Section 1 of this Amendment shall have the following meanings:

         “Cash” means, with respect to the Trust Fund, at any particular time, (i) the sum of the fair market value of all unrestricted cash, cash equivalents and marketable securities (including petty cash) in the Trust Fund, minus (ii) the aggregate amount of outstanding checks (to the extent an amount corresponding to each such check has been released from accounts payable) issued from the Trust Fund, and any overdraft and charges, if any, with respect thereto, in each case, as recorded in the books and records of the Trust Fund in accordance with U.S. GAAP. Cash includes checks, other wire transfers, deposits in transit and drafts deposited or available for deposit for the account of the Trust Fund (to the extent amount corresponding to each such item has been released from accounts receivable).

         “private offering” means 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), pursuant to which (a) new investors would purchase shares of Class A common stock or other securities of the Company and/or (b) current investors would purchase shares of Class A common stock or other securities of the Company. Any private offering conducted by Legacy prior to the Closing must be approved by ONYX pursuant to Section 8.4 of the Business Combination Agreement.

         “Trust Fund” means the proceeds from the Offering that were deposited and held in a segregated trust account for the benefit of the Company and the holders of the Class A common stock included in the Units issued in the Offering that is held and disbursed in accordance with the terms and conditions of the Investment Management Trust Agreement, effective as of November 16, 2017, by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as trustee, as amended from time to time.

2.      Miscellaneous Provisions.

2.1.     Successors.    All the covenants and provisions of this Amendment by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their permitted respective successors and assigns.

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

2.3.   Applicable Law.    The validity, interpretation and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of law principles that would result in the application of the substantive laws of another jurisdiction.

2.4.   Counterparts.    This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Exhibit A-3

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2.5.   Effect on Warrant Agreement.    Other than as specifically set forth herein, all other terms and provisions of the Warrant 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 Warrant Agreement to “this Agreement” shall mean the Warrant Agreement as amended by this Amendment, and as hereinafter amended or restated.

2.6.   Effect of Headings.    The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

2.7. Entire Agreement.    The Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understanding, arrangements, promises and commitments are hereby cancelled and terminated.

[Signature page follows]

Exhibit A-4

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

LEGACY ACQUISITION CORP, INC.

 

By:

 

 

Name:

 

 

Title:

 

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

 

By:

 

 

Name:

 

 

Title:

 

[Signature Page to Amendment to the Warrant Agreement]

Exhibit A-5

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ANNEX A

LEGACY ACQUISITION CORP. Consent Solicitation for Warrantholders This consent form must be received by November 25, 2020 This written consent is solicited by the Board of Directors The board of directors of Legacy Acquisition Corp. (the “Company” or “Legacy”) has determined that you will have up until November 25, 2020, in each case, to return your written consent. Any written consent not returned will have the same effect as a consent returned that elects to “WITHHOLD CONSENT” on the proposals. Any warrantholder that-signs, dates and returns this consent but does not indicate whether such warrantholder consents, withholds consent or abstains from any particular proposal will be deemed to have elected to “CONSENT” to such proposal in accordance with the recommendation of the board of directors of the Company. As described more fully in the Company's Consent Solicitation Statement, certain registered holders of public warrants holding more than the requisite threshold of public warrants required to approve the Warrant Amendments have already agreed to vote in favor of and consent to the Warrant Amendments. Please note that if you submit a properly executed written consent, then your public warrants will be voted in favor of the proposed Warrant Amendments, so long as we receive your consent no later than November 25, 2020, and on or before the date on which written consents signed by a sufficient number of registered holders of public warrants are delivered to the Company, which we expect will be on or about November 19, 2020. The undersigned, being a holder of record of public warrants issued by Legacy Acquisition Corp. as of September 30, 2020 hereby acknowledges receipt of the Company’s Consent Solicitation Statement dated November 4, 2020 and hereby approves the Warrant Amendments attached as Exhibit A to the Consent Solicitation Statement. Please mark, sign, date and return this consent promptly, using the enclosed envelope. (Continued and to be marked, dated and signed below) THE BOARD OF DIRECTORS RECOMMENDS WARRANTHOLDERS CONSENT TO THE FOLLOWING AMENDMENTS: Please mark vote as indicated in this example To approve amendments to that certain Warrant Agreement, dated as of November 16, 2017, between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), which amendments provide, among other things, that subject to the closing of the Business Combination (the "Closing"), each outstanding Public Warrant and 2,912,230 outstanding warrants, which were issued to Legacy’s sponsor, Legacy Acquisition Sponsor I, LLC (“Sponsor”), in the private placement that closed simultaneously with Legacy’s initial public offering and are beneficially owned by certain institutional investors of Sponsor, shall no longer be exercisable to purchase one-half share of Class A common stock, par value $0.0001 per share, of Legacy (the “Class A common stock”) for $5.75 per half-share (subject to adjustment as provided in Section 4 of 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, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is at least equal to $60 million, $0.35 in cash and 0.065 of a share of Class A common stock of Legacy, (ii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $60 million, but at least equal to $44 million, $0.25 in cash and 0.075 of a share of Class A common stock of Legacy, or (iii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $44 million, $0.18 in cash and 0.082 of a share of Class A common stock of Legacy (the “Warrant Amendments”), a copy of which is attached to the Consent Solicitation Statement as Exhibit A. CONSENT WITHHOLD CONSENT ABSTAIN [print name of record warrant holder] [signature of record warrant holder] Date: ,2020 [title or authority of authorized person, if applicable] Date: ,2020 [signature, if held jointly] Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Annex A-1

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Annex B

FORM OF WARRANT HOLDER SUPPORT AGREEMENT

This WARRANT HOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of September 18, 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 Business Combination Agreement (as defined below).

WHEREAS, Legacy, Onyx Enterprises Int’l Corp., a New Jersey corporation and an indirect wholly owned Subsidiary of Buyer and directly owned Subsidiary of Merger Sub 2 (“Merger Sub”), Excel Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned Subsidiary of Buyer (“Merger Sub 2”), Onyx Enterprises Int’l, Corp., a New Jersey corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Stockholder Representative, entered into that certain Business Combination Agreement, dated as of September 18, 2020 (the “Business Combination Agreement”) and any terms not defined herein shall have the meanings given to them in the Business Combination Agreement;

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

WHEREAS, the Business Combination Agreement provides that Buyer will use its commercially reasonable best efforts to obtain the vote or consent of the holders of at least 65% of the outstanding Buyer Public Warrants (the “Approval”) to amend that certain Warrant Agreement between Buyer 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 Buyer Public Warrant and each of the 2,912,230 outstanding Buyer Private Placement Warrants not owned by the Buyer Sponsor shall no longer be exercisable to purchase one-half of a share of Buyer Common Stock 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 Account, plus the aggregate gross proceeds received by Buyer pursuant to a potential private offering, is at least equal to $60,000,000, $0.35 in cash and 0.065 of a share of Buyer Common Stock, (ii) if, at the Closing, the aggregate gross cash in the Trust Account, plus the aggregate gross proceeds received by Buyer pursuant to a potential private offering, is less than $60,000,000, but at least equal to $44,000,000, $0.25 in cash and 0.075 of a share of Buyer Common Stock, or (iii) if, at the Closing, the aggregate gross cash in the Trust Account, plus the aggregate gross proceeds received by Buyer pursuant to a potential private offering, is less than $44,000,000, $0.18 in cash and 0.082 of a share of Buyer Common Stock (the “Public Warrant Amendment” and, together with the Private Warrant Amendment as defined in the Business Combination Agreement, the “Warrant Amendments”); and

WHEREAS, the Business Combination Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Business Combination 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 Holder represents and warrants to Buyer that the following statements are true and correct:

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.

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(a) The Holder is the Owner of [] Public Warrants (the “Subject Warrants”) as of the date hereof, which constitutes all of the warrants in Buyer 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 Encumbrances (other than Encumbrances pursuant to this Agreement or any Ancillary Documents to which it is subject or bound and transfer restrictions under Applicable Law or under the certificate of incorporation or bylaws of Buyer). 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.

(b) The execution, delivery and performance by the Holder 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 Applicable 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 Encumbrance (other than Encumbrances pursuant to this Agreement or any Ancillary Documents to which it is subject or bound and transfer restrictions under Applicable Law or under the certificate of incorporation or bylaws of Buyer) 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.

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 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 Buyer set forth in the Business Combination 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 Buyer action that is intended or would reasonably be expected to prevent, impede, interfere with or delay obtaining the Approval, consummating the Warrant Amendments or any of the other transactions contemplated by the Business Combination 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 Buyer 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 (2nd) Business Day next following the effectiveness of the Warrant Amendments, validly exchange (or cause to be exchanged) all of the Subject Warrants in accordance with the terms of the Warrant Amendments, and (ii) not thereafter withdraw (or cause to be withdrawn) any Subject Warrants so exchanged[; provided, further, to the extent Buyer determines, in its sole discretion, that it is advisable to conduct a tender offer for the Buyer Public Warrants for the same consideration contemplated by the Warrant Amendments (the “Offer”) instead of obtaining the Approval, the Holder shall (x) as

Annex B-2

Table of Contents

promptly as practicable and in any event not later than the second (2nd) 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].1

(c) Publication. [To the extent such publication and disclosure is required,]2 The Holder hereby consents to Buyer publishing and disclosing in the Warrant Information Statement and related 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 Buyer Public Warrants and Buyer Private Placement 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

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 Business Combination Agreement in accordance with its terms, the Holder hereby unconditionally and irrevocably agrees that it shall not, without the prior written consent of Buyer, (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 Buyer of the number of Buyer Public Warrants and Buyer Private Placement 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 Business Combination 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.

____________

1       This language is omitted from the Longfellow Agreement and the Millais Agreement (each as defined in the Schedule of Omitted Documents).

2       This language is added to the Millais Agreement (as defined in the Schedule of Omitted Documents).

3       This provision is omitted from the Longfellow Agreement (as described in the Schedule of Omitted Documents).

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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 Buyer:

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 LLP (US)

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: []

11. Entire Agreement. This Agreement, the Business Combination Agreement and any Ancillary Documents to which the Holder is subject or bound 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:

   

Annex B-5

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Schedule of Omitted Documents

1.      Warrant Holder Support Agreement, dated as of September 18, 2020, by and between Kepos Alpha Master L.P. and Legacy Acquisition Corp., a Delaware corporation (the “Kepos Agreement”).

2.      Warrant Holder Support Agreement, dated as of September 18, 2020, by and between Longfellow Investment Management Co., LLC and Legacy Acquisition Corp., a Delaware corporation (the “Longfellow Agreement”).

3.      Warrant Holder Support Agreement, dated as of September 18, 2020, by and between Alyeska Master Fund, L.P. and Legacy Acquisition Corp., a Delaware corporation (the “Alyeska Agreement”).

4.      Warrant Holder Support Agreement, dated as of September 18, 2020, by and between Millais Limited and Legacy Acquisition Corp., a Delaware corporation (the “Millais Agreement”).

5.      Warrant Holder Support Agreement, dated as of September 18, 2020, by and between Linden Advisors LP and Legacy Acquisition Corp., a Delaware corporation (the “Linden Agreement”).

6.      Warrant Holder Support Agreement, dated as of September 18, 2020, by and between Magnetar Structured Credit Fund, LP and Legacy Acquisition Corp., a Delaware corporation (the “Magnetar Structured Agreement”).

7.      Warrant Holder Support Agreement, dated as of September 18, 2020, by and between Magnetar Constellation Master Fund, Ltd and Legacy Acquisition Corp., a Delaware corporation (the “Magnetar Constellation Agreement”).

Annex B-6

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Annex C

WARRANT HOLDER SUPPORT AGREEMENT

This WARRANT HOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of September 18, 2020, is made and entered into by and between Lawrence Financial LLC (together with his 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 Business Combination Agreement (as defined below).

WHEREAS, Legacy, Onyx Enterprises Int’l Corp., a New Jersey corporation and an indirect wholly owned Subsidiary of Buyer and directly owned Subsidiary of Merger Sub 2 (“Merger Sub”), Excel Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned Subsidiary of Buyer (“Merger Sub 2”), Onyx Enterprises Int’l, Corp., a New Jersey corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Stockholder Representative, entered into that certain Business Combination Agreement, dated as of September 18, 2020 (the “Business Combination Agreement”) and any terms not defined herein shall have the meanings given to them in the Business Combination Agreement;

WHEREAS, as of the date hereof, the Holder is the record and beneficial owner (such record and beneficial ownership, to “Own”, “Ownership” of, be the “Owner” of or be “Owned” by) of 486,001 Warrants that were issued to investors in Buyer’s initial public offering (the “Buyer Public Warrants”);

WHEREAS, the Business Combination Agreement provides that Buyer will use its commercially reasonable best efforts to obtain the vote or consent of the holders of at least 65% of the outstanding Buyer Public Warrants (the “Approval”) to amend that certain Warrant Agreement between Buyer 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 Buyer Public Warrant and each of the 2,912,230 outstanding Buyer Private Placement Warrants not owned by the Buyer Sponsor shall no longer be exercisable to purchase one-half of a share of Buyer Common Stock 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 Account, plus the aggregate gross proceeds received by Buyer pursuant to a potential private offering, is at least equal to $60,000,000, $0.35 in cash and 0.065 of a share of Buyer Common Stock, (ii) if, at the Closing, the aggregate gross cash in the Trust Account, plus the aggregate gross proceeds received by Buyer pursuant to a potential private offering, is less than $60,000,000, but at least equal to $44,000,000, $0.25 in cash and 0.075 of a share of Buyer Common Stock, or (iii) if, at the Closing, the aggregate gross cash in the Trust Account, plus the aggregate gross proceeds received by Buyer pursuant to a potential private offering, is less than $44,000,000, $0.18 in cash and 0.082 of a share of Buyer Common Stock (the “Public Warrant Amendment” and, together with the Private Warrant Amendment as defined in the Business Combination Agreement, the “Warrant Amendments”); and

WHEREAS, the Business Combination Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Business Combination 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 Holder represents and warrants to Buyer 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.

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Table of Contents

(b) The Holder is the Owner of 486,001 Public Warrants (the “Subject Warrants”) as of the date hereof, which constitutes all of the warrants in Buyer 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 Encumbrances (other than Encumbrances pursuant to this Agreement or any Ancillary Documents to which it is subject or bound and transfer restrictions under Applicable Law or under the certificate of incorporation or bylaws of Buyer). 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 the Holder 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 Applicable 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 Encumbrance (other than Encumbrances pursuant to this Agreement or any Ancillary Documents to which it is subject or bound and transfer restrictions under Applicable Law or under the certificate of incorporation or bylaws of Buyer) 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.

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 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 the Holder contained in this Agreement, and (iii) against any agreement (including, without limitation, any amendment of any agreement), amendment or other Buyer action that is intended or would reasonably be expected to prevent, impede, interfere with or delay obtaining the Approval or consummating the Warrant Amendments. 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 Buyer 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 (2nd) Business Day next following the effectiveness of the Warrant Amendments, validly exchange (or cause to be exchanged) all of the Subject Warrants in accordance with the terms of the Warrant Amendments, and (ii) not thereafter withdraw (or cause to be withdrawn) any Subject Warrants so exchanged; provided, further, to the extent Buyer determines, in its sole discretion, that it is advisable to conduct a tender offer for the Buyer Public Warrants for the same consideration contemplated by the Warrant 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 (2nd) 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.

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(c) Publication. The Holder hereby consents to Buyer publishing and disclosing in the Warrant Information Statement and related 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 Buyer Public Warrants and Buyer Private Placement 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.

(b) From the date hereof until the earlier of the Closing and the termination of the Business Combination Agreement in accordance with its terms, the Holder hereby unconditionally and irrevocably agrees that it shall not, without the prior written consent of Buyer, (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 Buyer of the number of Buyer Public Warrants and Buyer Private Placement 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 Business Combination 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 Buyer:

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 LLP (US)

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 Martin Oliner

Address: 105 Central Avenue

Lawrence, New York 11559

Telephone: 1 (516) 984-5888

Email: martinoliner@gmail.com

11. Representations and Warranties of Legacy. The execution and delivery of this Agreement and the consummation of all transactions contemplated hereby have been duly authorized by all necessary action on the part of Legacy. This Agreement has been duly and validly executed and delivered by Legacy and constitutes a valid, legal and binding agreement of Legacy, enforceable against Legacy in accordance with its terms.

12. Recitals. The Recitals to this Agreement are incorporated herein by reference and made part of this Agreement. For the avoidance of doubt, each Subject Warrant shall be entitled to be converted into the right to receive the same amount of cash and a portion of a share of Class A Common Stock (or, if applicable, the same right of election) as each Public Warrant held by any other holder that is party to a warrant holder support agreement.

13. Entire Agreement. This Agreement and the Business Combination Agreement 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.

 

BUYER:

   

LEGACY ACQUISITION, CORP.

   

By:

 

/s/ Edwin J. Rigaud

   

Name:

 

Edwin J. Rigaud

   

Title:

 

Chairman and Chief Executive Officer

         
   

HOLDER:

   

LAWRENCE FINANCIAL LLC

   

By: 

 

/s/ Martin Oliner

   

Name:

 

Martin Oliner

   

Title:

 

President

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ANNEX D

WARRANT HOLDER SUPPORT AGREEMENT

This WARRANT HOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of September 18, 2020, is made and entered into by and between Cedarwood LLC (together with his 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 Business Combination Agreement (as defined below).

WHEREAS, Legacy, Onyx Enterprises Int’l Corp., a New Jersey corporation and an indirect wholly owned Subsidiary of Buyer and directly owned Subsidiary of Merger Sub 2 (“Merger Sub”), Excel Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned Subsidiary of Buyer (“Merger Sub 2”), Onyx Enterprises Int’l, Corp., a New Jersey corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Stockholder Representative, entered into that certain Business Combination Agreement, dated as of September 18, 2020 (the “Business Combination Agreement”) and any terms not defined herein shall have the meanings given to them in the Business Combination Agreement;

WHEREAS, as of the date hereof, the Holder is the record and beneficial owner (such record and beneficial ownership, to “Own”, “Ownership” of, be the “Owner” of or be “Owned” by) of 85,000 Warrants that were issued to investors in Buyer’s initial public offering (the “Buyer Public Warrants”);

WHEREAS, the Business Combination Agreement provides that Buyer will use its commercially reasonable best efforts to obtain the vote or consent of the holders of at least 65% of the outstanding Buyer Public Warrants (the “Approval”) to amend that certain Warrant Agreement between Buyer 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 Buyer Public Warrant and each of the 2,912,230 outstanding Buyer Private Placement Warrants not owned by the Buyer Sponsor shall no longer be exercisable to purchase one-half of a share of Buyer Common Stock 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 Account, plus the aggregate gross proceeds received by Buyer pursuant to a potential private offering, is at least equal to $60,000,000, $0.35 in cash and 0.065 of a share of Buyer Common Stock, (ii) if, at the Closing, the aggregate gross cash in the Trust Account, plus the aggregate gross proceeds received by Buyer pursuant to a potential private offering, is less than $60,000,000, but at least equal to $44,000,000, $0.25 in cash and 0.075 of a share of Buyer Common Stock, or (iii) if, at the Closing, the aggregate gross cash in the Trust Account, plus the aggregate gross proceeds received by Buyer pursuant to a potential private offering, is less than $44,000,000, $0.18 in cash and 0.082 of a share of Buyer Common Stock (the “Public Warrant Amendment” and, together with the Private Warrant Amendment as defined in the Business Combination Agreement, the “Warrant Amendments”); and

WHEREAS, the Business Combination Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Business Combination 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 Holder represents and warrants to Buyer 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.

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(b) The Holder is the Owner of 85,000 Public Warrants (the “Subject Warrants”) as of the date hereof, which constitutes all of the warrants in Buyer 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 Encumbrances (other than Encumbrances pursuant to this Agreement or any Ancillary Documents to which it is subject or bound and transfer restrictions under Applicable Law or under the certificate of incorporation or bylaws of Buyer). 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 the Holder 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 Applicable 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 Encumbrance (other than Encumbrances pursuant to this Agreement or any Ancillary Documents to which it is subject or bound and transfer restrictions under Applicable Law or under the certificate of incorporation or bylaws of Buyer) 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.

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 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 Holder contained in this Agreement, and (iii) against any agreement (including, without limitation, any amendment of any agreement), amendment or other Buyer action that is intended or would reasonably be expected to prevent, impede, interfere with or delay obtaining the Approval, or consummating the Warrant Amendments. 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 Buyer 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 (2nd) Business Day next following the effectiveness of the Warrant Amendments, validly exchange (or cause to be exchanged) all of the Subject Warrants in accordance with the terms of the Warrant Amendments, and (ii) not thereafter withdraw (or cause to be withdrawn) any Subject Warrants so exchanged; provided, further, to the extent Buyer determines, in its sole discretion, that it is advisable to conduct a tender offer for the Buyer Public Warrants for the same consideration contemplated by the Warrant 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 (2nd) 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.

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(c) Publication. The Holder hereby consents to Buyer publishing and disclosing in the Warrant Information Statement and related 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 Buyer Public Warrants and Buyer Private Placement 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.

(b) From the date hereof until the earlier of the Closing and the termination of the Business Combination Agreement in accordance with its terms, the Holder hereby unconditionally and irrevocably agrees that it shall not, without the prior written consent of Buyer, (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 Buyer of the number of Buyer Public Warrants and Buyer Private Placement 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 Business Combination 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 Buyer:

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 LLP (US)

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 Martin Oliner

Address: 105 Central Avenue

Lawrence, New York 11559

Telephone: 1 (516) 948-5888

Email: martinoliner@gmail.com

11. Representations and Warranties of Legacy. The execution and delivery of this Agreement and the consummation of all transactions contemplated hereby have been duly authorized by all necessary action on the part of Legacy. This Agreement has been duly and validly executed and delivered by Legacy and constitutes a valid, legal and binding agreement of Legacy, enforceable against Legacy in accordance with its terms.

12. Recitals. The Recitals to this Agreement are incorporated herein by reference and made part of this Agreement. For the avoidance of doubt, each Subject Warrant shall be entitled to be converted into the right to receive the same amount of cash and a portion of a share of Class A Common Stock (or, if applicable, the same right of election) as each Public Warrant held by any other holder that is party to a warrant holder support agreement.

13. Entire Agreement. This Agreement and the Business Combination Agreement 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:

   

CEDARWOOD LLC

   

By: 

 

/s/ Martin Oliner

   

Name:

 

Martin Oliner

   

Title:

 

President

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ANNEX E

WARRANT HOLDER SUPPORT AGREEMENT

This WARRANT HOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of September 18, 2020, is made and entered into by and between Periscope Capital, Inc., as investment manager authorized to act on behalf of the beneficial Owners of the Subject Warrants (as each such term is herein defined) (together with its successors, the “Holder”), and Legacy Acquisition Corp., a Delaware corporation (“Buyer”). Holder and Buyer 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 Business Combination Agreement (as defined below).

WHEREAS, Legacy, Onyx Enterprises Int’l Corp., a New Jersey corporation and an indirect wholly owned Subsidiary of Buyer and directly owned Subsidiary of Merger Sub 2 (“Merger Sub”), Excel Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned Subsidiary of Buyer (“Merger Sub 2”), Onyx Enterprises Int’l, Corp., a New Jersey corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Stockholder Representative, entered into that certain Business Combination Agreement, dated as of September 18, 2020 (the “Business Combination Agreement”) and any terms not defined herein shall have the meanings given to them in the Business Combination Agreement;

WHEREAS, as of the date hereof, the Holder is the record and beneficial owner (such record and beneficial ownership, to “Own”, “Ownership” of, be the “Owner” of or be “Owned” by) of 640,233 Warrants that were issued to investors in Buyer’s initial public offering (the “Buyer Public Warrants”);

WHEREAS, the Business Combination Agreement provides that Buyer will use its commercially reasonable best efforts to obtain the vote or consent of the holders of at least 65% of the outstanding Buyer Public Warrants (the “Approval”) to amend that certain Warrant Agreement between Buyer 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 Buyer Public Warrant and each of the 2,912,230 outstanding Buyer Private Placement Warrants not owned by the Buyer Sponsor shall no longer be exercisable to purchase one-half of a share of Buyer Common Stock 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 Account, plus the aggregate gross proceeds received by Buyer pursuant to a potential private offering, is at least equal to $60,000,000, $0.35 in cash and 0.065 of a share of Buyer Common Stock, (ii) if, at the Closing, the aggregate gross cash in the Trust Account, plus the aggregate gross proceeds received by Buyer pursuant to a potential private offering, is less than $60,000,000, but at least equal to $44,000,000, $0.25 in cash and 0.075 of a share of Buyer Common Stock, or (iii) if, at the Closing, the aggregate gross cash in the Trust Account, plus the aggregate gross proceeds received by Buyer pursuant to a potential private offering, is less than $44,000,000, $0.18 in cash and 0.082 of a share of Buyer Common Stock (the “Public Warrant Amendment” and, together with the Private Warrant Amendment as defined in the Business Combination Agreement, the “Warrant Amendments”); and

WHEREAS, the Business Combination Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Business Combination 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 Holder represents and warrants to Buyer 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.

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(b) The Holder is the Owner of 640,233 Buyer Public Warrants (the “Subject Warrants”) as of the date hereof, which constitutes all of the warrants in Buyer 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 Encumbrances (other than Encumbrances pursuant to this Agreement or any Ancillary Documents to which it is subject or bound and transfer restrictions under Applicable Law or under the certificate of incorporation or bylaws of Buyer). 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 the Holder 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 Applicable 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 Encumbrance (other than Encumbrances pursuant to this Agreement or any Ancillary Documents to which it is subject or bound and transfer restrictions under Applicable Law or under the certificate of incorporation or bylaws of Buyer) 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.

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 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 Buyer set forth in the Business Combination 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 Buyer action that is intended or would reasonably be expected to prevent, impede, interfere with or delay obtaining the Approval, consummating the Warrant Amendments or any of the other transactions contemplated by the Business Combination 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 Buyer 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 (2nd) Business Day next following the effectiveness of the Warrant Amendments, validly exchange (or cause to be exchanged) all of the Subject Warrants in accordance with the terms of the Warrant Amendments, and (ii) not thereafter withdraw (or cause to be withdrawn) any Subject Warrants so exchanged; provided, further, to the extent Buyer determines, in its sole discretion, that it is advisable to conduct a tender offer for the Buyer Public Warrants for the same consideration contemplated by the Warrant 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 (2nd) 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.

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(c) Publication. Buyer may publish and disclose in the Warrant Information Statement and related 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 upon (i) Buyer’s prior notice of such disclosure to Holder, and (ii) Holder’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed.

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 (i) the Closing, (ii) the termination of the Business Combination Agreement in accordance with its terms, (iii) the successful completion of the consent solicitation process approving the Warrant Amendments contemplated by this Agreement, or (iv) so long as the Holder shall have affirmatively voted all Subject Warrants in accordance with Section 2(a) of this Agreement, October 31, 2020, the Holder hereby unconditionally and irrevocably agrees that it shall not, without the prior written consent of Buyer, (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, 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 Buyer or an entity that executes and provides a joinder to this Agreement (in form and substance reasonably acceptable to Buyer).

4. Termination. This Agreement shall terminate, and have no further force and effect, if the Business Combination 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 Buyer:

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 LLP (US)

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 Periscope Capital, Inc.

Address: Bay Adelaide Centre, 333 Bay St. Suite 1240, Toronto, ON M5H 2R2

Attention: Stephen Elgee

Telephone: (416) 365-2785

Email: selgee@periscopecap.com

11. Entire Agreement. This Agreement, the Business Combination Agreement and any Ancillary Documents to which the Holder is subject or bound 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.

 

BUYER:

   

LEGACY ACQUISITION, CORP.

   

By:

 

/s/ Edwin J. Rigaud

   

Name:

 

Edwin J. Rigaud

   

Title:

 

Chairman and Chief Executive Officer

         
   

HOLDER:

   

PERISCOPE CAPITAL, INC.,

   

as investment manager authorized to act for the beneficial Owners of the Subject Warrants

   

By: 

 

/s/ Stephen Elgee

   

Name:

 

Stephen Elgee

   

Title:

 

CIO

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ANNEX F

STOCKHOLDERS INFORMATION STATEMENT

LEGACY ACQUISITION CORP.
1308 Race Street, Suite 200
Cincinnati, Ohio 45202

NOTICE OF ACTION BY WRITTEN CONSENT
TO BE EFFECTIVE NOVEMBER
19, 2020

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A Proxy

To our Stockholders:

The accompanying information statement (the “Information Statement”) is being furnished to the stockholders of Legacy Acquisition Corp., a Delaware corporation (the “Company,” “Legacy”, “we”, “us” or “our”), as of the close of business on September 30, 2020 (the “Record Date”), to inform our stockholders (our “Stockholders”) that, on September 18, 2020 and October 1, 2020, certain of our Stockholders holding, in the aggregate, a majority of the issued and outstanding shares of Class F common stock, par value $0.0001 per share, of the Company (“Class F Common Stock”), and Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock” and, together with the Class F Common Stock, the “Common Stock”), voting together as a single class, executed and delivered to the Company irrevocable written consents (each, a “Stockholders’ Written Consent” and together, the “Stockholders’ Written Consents”). A copy of each of the Stockholders’ Written Consents is attached as Annex A to the accompanying Information Statement.

The Stockholders’ Written Consents approved the following corporate actions, each as more fully described in the accompanying Information Statement:

1.      The Business Combination Agreement Approval:    That certain Business Combination Agreement, dated as of September 18, 2020 (the “Business Combination Agreement”), by and among the Company, Excel Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company and directly owned subsidiary of Merger Sub 2 (“Merger Sub 1”), Excel Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“Merger Sub 2”), Onyx Enterprises Int’l, Corp., a New Jersey corporation (“Onyx”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the stockholder representative pursuant to Section 11.16 of the Business Combination Agreement, pursuant to which (i) Merger Sub 1 will merge with and into Onyx (the “First Merger”), with Onyx surviving as a direct wholly-owned subsidiary of Merger Sub 2, and (ii) promptly following the First Merger, Onyx, as the surviving company of the First Merger, will merge with and into Merger Sub 2 (the “Second Merger,” and together with the First Merger, the “Mergers”), whereupon the consummation of the Second Merger, Merger Sub 2 will be the surviving company and Onyx will cease to exist, and Merger Sub 2 will be a direct, wholly owned subsidiary of the Company (collectively, the “Business Combination”) (a copy of the Business Combination Agreement is attached to the accompanying Information Statement as Annex B), which we refer to as the “Business Combination Agreement Approval”;

2.      The NYSE Approval:    Pursuant to the terms of the Business Combination Agreement, the issuance of more than 20% of Legacy’s issued and outstanding shares of Class A Common Stock, including shares issued as consideration to Onyx common stockholders, shares that may be issued to our Sponsor (as defined herein) and shares that may be issued to the holders of our public warrants and private placements warrants (each as defined herein), in each case, for purposes of complying with applicable provisions of Section 312.03 of the New York Stock Exchange (the “NYSE”) Listed Company Manual, and the related change of control, which we refer to as the “NYSE Approval”;

3.      The Amended and Restated Charter:    Pursuant to the terms of the Business Combination Agreement, the filing of an amended and restated certificate of incorporation of Legacy, a copy of which is attached to the accompanying Information Statement as Annex C (the “Amended and Restated Charter”), pursuant to which, among other things, Legacy will (a) change the Company’s name to PARTS iD, Inc., (b) designate the classes of the members of the Company’s board of directors following the closing of the transactions

 

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contemplated by the Business Combination Agreement (the “Closing”), and (c) eliminate provisions allowing our Stockholders to act by written consent in lieu of a stockholders meetings, which we refer to as the “Amended and Restated Charter Approval”;

4.      The PARTS iD 2020 Equity Incentive Plan:    Pursuant to the terms of the Business Combination Agreement, the adoption of the PARTS iD 2020 Equity Incentive Plan (the “2020 Plan”), a copy of which is attached to the accompanying Information Statement as Annex E, and materials thereunder, which we refer to as the “Equity Incentive Plan Approval”;

5.      The PARTS iD 2020 Employee Stock Purchase Plan:    Pursuant to the terms of the Business Combination Agreement, the adoption of the PARTS iD 2020 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to the accompanying Information Statement as Annex F, and materials thereunder, which we refer to as the “Employee Stock Purchase Plan Approval”.

At a meeting of our board of directors (the “Board”) held on September 3, 2020, the Board authorized the execution and delivery of the Business Combination Agreement, declared that the terms of the Business Combination and the other transactions contemplated by the Business Combination Agreement, including without limitation, the NYSE Approval, are advisable, fair to, and in the best interests of the Company and our Stockholders, and in accordance with the Delaware General Corporate Law (as amended, the “DGCL”), directed that the Business Combination and the other transactions contemplated by the Business Combination Agreement, be submitted for consideration by our Stockholders, and recommended that our Stockholders approve the Business Combination and the other transactions contemplated by the Business Combination Agreement. At a meeting of our Board held on September 18, 2020, the Board ratified (i) its prior approval of the terms of the Business Combination and the other transactions contemplated by the Business Combination Agreement and (ii) its prior authorization of the execution and delivery of the Business Combination Agreement, as well as established September 30, 2020, as the record date for Stockholders entitled to receive the accompanying Information Statement.

In a unanimous written consent of the Board, dated October 1, 2020 the Board determined that, with respect to the Amended and Restated Charter, the Amended and Restated Bylaws (a copy of which is attached to the accompanying Information Statement as Annex D), the 2020 Plan and the ESPP, (i) each, in the forms attached thereto, is approved and authorized, (ii) each is desirable and in the best interests of the Company and our Stockholders, (iii) the Amended and Restated Charter, the 2020 Plan and the ESPP shall be submitted to the Stockholders for approval and (iv) upon receipt of such Stockholder approval, as applicable, the officers of the Company should cause the Amended and Restated Charter, the Amended and Restated Bylaws, the 2020 Plan and the ESPP to be executed, delivered and/or filed, and such officers should take any action necessary to make each effective.

The Amended and Restated Bylaws are to be effective upon the consummation of the Business Combination and, among other things, (i) remove Stockholders’ ability to act by written consent, (ii) remove restrictions placed on the transfer of shares of the Company and (iii) include forum selection and consent to jurisdiction clauses, each in the State of Delaware.

Under Delaware law and our organizational documents, approval of a business combination by our Stockholders requires the affirmative vote or written consent of the holders of a majority of the outstanding shares of Common Stock entitled to vote on such matter. As of the close of business on the Record Date, there were 6,122,699 shares of Class A Common Stock and 7,500,000 shares of Class F Common Stock issued and outstanding. Each share of Common Stock is entitled to one vote in connection with the approval of the Business Combination Agreement and the transactions contemplated thereby.

As permitted by the Company’s organizational documents and by Section 228 of the DGCL, certain Stockholders holding, in the aggregate, a majority of the issued and outstanding shares of Common Stock as of the Record Date, (i) on September 18, 2020, executed and delivered to the Company a Stockholders’ Written Consent approving the Business Combination and the other transactions contemplated by the Business Combination Agreement, including without limitation, the NYSE Approval (the “First Stockholders’ Written Consent”) and (ii) on October 1, 2020, executed and delivered to the Company a Stockholders’ Written Consent approving certain other actions related to the Business Combination, including without limitation, (x) the Amended and Restated Charter, (y) the 2020 Plan and (z) the ESPP (the “Second Stockholders’ Written Consent”). The First Stockholders’ Written Consent became effective at 11:59 p.m., New York City time, on September 18, 2020 and the Second Stockholders’ Written Consent became effective at 11:59 p.m., New York City time, on October 1, 2020. As a result, further action or vote by our Stockholders

 

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will not be required to complete (i) the Business Combination and the other transactions contemplated by the Business Combination Agreement, including without limitation, the NYSE Approval, (ii) the Amended and Restated Charter, (iii) the 2020 Plan and (iv) the ESPP (collectively, the “Actions”).

Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the Business Combination will become effective on or after November 19, 2020, which is 20 calendar days following the date we first mail the Information Statement to holders of our Class A Common Stock, subject to the satisfaction of all closing conditions specified in the Business Combination Agreement. See “Approval No. 1 — The Business Combination Approval — The Business Combination Agreement — Conditions to Completion of the Business Combination” beginning on page 62 of the accompanying Information Statement.

As described in the Information Statement, the Actions have already been approved by at least a majority of the holders of our Common Stock. Accordingly, the Company is not soliciting your proxy or consent in connection with the matters discussed above or in the Information Statement.

Since we intend to consummate the Business Combination and conduct redemptions of our Class A Common Stock without seeking approval of the holders of the Class A Common Stock, we commenced a tender offer in connection with the filing of the Information Statement in order to provide all holders of our Class A Common Stock the opportunity to have their shares redeemed through a tender offer pursuant to the tender offer rules promulgated under the Securities Exchange Act of 1934, as amended. The solicitation and the offer to buy shares of our Class A Common Stock have been made pursuant to a tender offer statement on Schedule TO and other offer documents that we will be filing with the SEC. You are urged to read the tender offer documents and other relevant materials before making any investment decision with respect to the tender offer.

You are urged to read the Information Statement in its entirety.

The Information Statement is being mailed on or about October 31, 2020 to stockholders of record as of the Record Date.

THE INFORMATION STATEMENT IS FOR YOUR INFORMATION ONLY. YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THE INFORMATION STATEMENT. THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS, AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED IN THE INFORMATION STATEMENT.

 

By Order of the Board of Directors,

   

/s/ Edwin J. Rigaud

   

Edwin J. Rigaud

   

Chairman and Chief Executive Officer

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described in the accompanying Information Statement, passed upon the merits or fairness of the Business Combination or related transactions or passed upon the adequacy or accuracy of the disclosures in the accompanying Information Statement. Any representation to the contrary constitutes a criminal offense.

Important Notice Regarding the Availability of Information Statement. This Information Statement is also available at http://www.legacyacquisition.com.

 

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LEGACY ACQUISITION CORP.
1308 Race Street, Suite 200
Cincinnati, Ohio 45202

INFORMATION STATEMENT

To our Stockholders:

This information statement (the “Information Statement”) is being furnished to the stockholders of Legacy Acquisition Corp., a Delaware corporation (the “Company,” “Legacy”, “we”, “us” or “our”), as of the close of business on September 30, 2020 (the “Record Date”), to inform our stockholders (our “Stockholders”) that, on September 18, 2020 and October 1, 2020, certain of our Stockholders holding, in the aggregate, a majority of the issued and outstanding shares of Class F common stock, par value $0.0001 per share, of the Company (“Class F Common Stock”), and Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock” and, together with the Class F Common Stock, the “Common Stock”), voting together as a single class, executed and delivered to the Company irrevocable written consents (each, a “Stockholders’ Written Consent” and together, the “Stockholders’ Written Consents”). A copy of each of the Stockholders’ Written Consents is attached hereto as Annex A.

The Stockholders’ Written Consents approved the following corporate actions, each as more fully described below in this Information Statement:

1.      The Business Combination Agreement Approval:    That certain Business Combination Agreement, dated as of September 18, 2020 (the “Business Combination Agreement”), by and among the Company, Excel Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company and directly owned subsidiary of Merger Sub 2 (“Merger Sub 1”), Excel Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“Merger Sub 2”), Onyx Enterprises Int’l, Corp., a New Jersey corporation (“Onyx”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the stockholder representative pursuant to Section 11.16 of the Business Combination Agreement, pursuant to which (i) Merger Sub 1 will merge with and into Onyx (the “First Merger”), with Onyx surviving as a direct wholly-owned subsidiary of Merger Sub 2, and (ii) promptly following the First Merger, Onyx, as the surviving company of the First Merger, will merge with and into Merger Sub 2 (the “Second Merger,”), whereupon the consummation of the Second Merger, Merger Sub 2 will be the surviving company and Onyx will cease to exist, and Merger Sub 2 will be a direct, wholly owned subsidiary of the Company (collectively, the “Business Combination”) (a copy of the Business Combination Agreement is attached hereto as Annex B), which we refer to as the “Business Combination Agreement Approval”;

2.      The NYSE Approval:    Pursuant to the terms of the Business Combination Agreement, the issuance of more than 20% of Legacy’s issued and outstanding shares of Class A Common Stock, including shares issued as consideration to Onyx common stockholders, shares that may be issued to our Sponsor (as defined herein) and shares that may be issued to the holders of our public warrants and private placements warrants, in each case, for purposes of complying with applicable provisions of Section 312.03 of the New York Stock Exchange (the “NYSE”) Listed Company Manual, and the related change of control, which we refer to as the “NYSE Approval”;

3.      The Amended and Restated Charter:    Pursuant to the terms of the Business Combination Agreement, the filing of an amended and restated certificate of incorporation of Legacy, a copy of which is attached hereto as Annex C (the “Amended and Restated Charter”), pursuant to which, among other things, Legacy will (a) change the Company’s name to PARTS iD, Inc., (b) designate the classes of the members of the Company’s board of directors following the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), and (c) eliminate provisions allowing our Stockholders to act by written consent in lieu of a stockholders meetings, which we refer to as the “Amended and Restated Charter Approval”;

 

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4.      The PARTS iD 2020 Equity Incentive Plan:    Pursuant to the terms of the Business Combination Agreement, the adoption of the PARTS iD 2020 Equity Incentive Plan (the “2020 Plan”), a copy of which is attached hereto as Annex E, and materials thereunder, which we refer to as the “Equity Incentive Plan Approval”;

5.      The PARTS iD 2020 Employee Stock Purchase Plan:    Pursuant to the terms of the Business Combination Agreement, the adoption of the PARTS iD 2020 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached hereto as Annex F, and materials thereunder, which we refer to as the “Employee Stock Purchase Plan Approval”.

At a meeting of our board of directors (the “Board”) held on September 3, 2020, the Board authorized the execution and delivery of the Business Combination Agreement, declared that the terms of the Business Combination and the other transactions contemplated by the Business Combination Agreement, including without limitation, the NYSE Approval, are advisable, fair to, and in the best interests of the Company and our Stockholders, and in accordance with the Delaware General Corporate Law (the “DGCL”), directed that the Business Combination and the other transactions contemplated by the Business Combination Agreement, be submitted for consideration by our Stockholders, and recommended that our Stockholders approve the Business Combination and the other transactions contemplated by the Business Combination Agreement. At a meeting of our Board held on September 18, 2020, the Board ratified (i) its prior approval of the terms of the Business Combination and the other transactions contemplated by the Business Combination Agreement and (ii) its prior authorization of the execution and delivery of the Business Combination Agreement, as well as established September 30, 2020, as the record date for Stockholders entitled to receive this Information Statement.

In a unanimous written consent of the Board, dated October 1, 2020, the Board determined that, with respect to the Amended and Restated Charter, the Amended and Restated Bylaws (a copy of which is attached hereto as Annex D), the 2020 Plan and the ESPP, (i) each, in the forms attached thereto, is approved and authorized, (ii) each is desirable and in the best interests of the Company and our Stockholders, (iii) the Amended and Restated Charter, the 2020 Plan and the ESPP shall be submitted to the Stockholders for approval and (iv) upon receipt of such Stockholder approval, as applicable, the officers of the Company should cause the Amended and Restated Charter, the Amended and Restated Bylaws, the 2020 Plan and the ESPP to be executed, delivered and/or filed, and such officers should take any action necessary to make each effective.

The Amended and Restated Bylaws are to be effective upon the consummation of the Business Combination and, among other things, (i) remove Stockholders’ ability to act by written consent, (ii) remove restrictions placed on the transfer of shares of the Company and (iii) include forum selection and consent to jurisdiction clauses, each in the State of Delaware.

Under Delaware law and our organizational documents, approval of a business combination by our Stockholders requires the affirmative vote or written consent of the holders of a majority of the outstanding shares of Common Stock entitled to vote on such matter. As of the close of business on the Record Date, there were 6,122,699 shares of Class A Common Stock and 7,500,000 shares of Class F Common Stock issued and outstanding. Each share of Common Stock is entitled to one vote in connection with the approval of the Business Combination Agreement and the transactions contemplated thereby.

As permitted by the Company’s organizational documents and by Section 228 of the DGCL, certain Stockholders holding, in the aggregate, a majority of the issued and outstanding shares of Common Stock as of the Record Date, (i) on September 18, 2020, executed and delivered to the Company a Stockholders’ Written Consent approving the Business Combination and the other transactions contemplated by the Business Combination Agreement, including without limitation, the NYSE Approval (the “First Stockholders’ Written Consent”) and (ii) on October 1, 2020, executed and delivered to the Company a Stockholders’ Written Consent approving certain other actions related to the Business Combination, including without limitation, (x) the Amended and Restated Charter, (y) the 2020 Plan and (z) the ESPP (the “Second Stockholders’ Written Consent”). The First Stockholders’ Written Consent became effective at 11:59 p.m., New York City time, on September 18, 2020 and the Second Stockholders’ Written Consent became effective at 11:59 p.m., New York City time, on October 1, 2020. As a result, further action or vote by our Stockholders will not be required to complete (i) the Business Combination and the other transactions contemplated by the Business Combination Agreement, including without limitation, the NYSE Approval, (ii) the Amended and Restated Charter Approval, (iii) the 2020 Plan and (iv) the ESPP (collectively, the “Actions”).

 

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Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Business Combination will become effective on or after November 19, 2020, which is 20 calendar days following the date we first mail the Information Statement to holders of our Class A Common Stock, subject to the satisfaction of all closing conditions specified in the Business Combination Agreement. See “Approval No. 1 — The Business Combination Approval — The Business Combination Agreement — Conditions to Completion of the Business Combination” beginning on page 62.

As described in the Information Statement, the Actions have already been approved by at least a majority of the holders of our Common Stock. Accordingly, the Company is not soliciting your proxy or consent in connection with the matters discussed above or in the Information Statement.

Since we intend to consummate the Business Combination and conduct redemptions of our Class A Common Stock without seeking approval of the holders of the Class A Common Stock, we commenced a tender offer in connection with the filing of the Information Statement in order to provide all holders of our Class A Common Stock the opportunity to have their shares redeemed through a tender offer pursuant to the tender offer rules promulgated under the Securities Exchange Act of 1934, as amended (the “Tender Offer”). The solicitation and the offer to buy shares of our Class A Common Stock have been made pursuant to a tender offer statement on Schedule TO and other offer documents that we will be filing with the SEC. You are urged to read the Tender Offer documents and other relevant materials before making any investment decision with respect to the Tender Offer.

You are urged to read the Information Statement in its entirety.

The Information Statement is being mailed on or about October 31, 2020 to stockholders of record as of the Record Date.

THE INFORMATION STATEMENT IS FOR YOUR INFORMATION ONLY. YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THE INFORMATION STATEMENT. THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS, AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED IN THE INFORMATION STATEMENT.

 

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TABLE OF CONTENTS

 

Page

SUMMARY OF THE INFORMATION STATEMENT

 

1

Commonly Used Terms

 

1

Information About the Parties

 

3

Legacy Acquisition Corp.

 

3

Onyx Enterprises Int’l, Corp.

 

3

The Business Combination

 

4

Business Combination Consideration

 

4

Treatment of Common Stock

 

4

Board Approval and Recommendation;

 

5

Required Stockholder Approval; Record Date

 

6

Redemption Rights

 

6

Appraisal Rights

 

6

Regulatory Approvals

 

6

Interests of Our Directors and Executive Officers in the Business Combination

 

7

Litigation Related to the Business Combination Agreement

 

7

Anticipated Accounting Treatment

 

7

Material United States Federal Income Tax Consequences

 

7

U.S. Federal Income Tax Treatment of Non-Electing Stockholders

 

8

U.S. Federal Income Tax Treatment of Electing Stockholders

 

8

Information Reporting and Backup Withholding

 

10

Conditions to Completion of the Business Combination

 

10

SUMMARY HISTORICAL FINANCIAL INFORMATION OF LEGACY ACQUISITION CORP.

 

12

SUMMARY HISTORICAL FINANCIAL INFORMATION OF ONYX ENTERPRISES INT’L, CORP.

 

13

MARKET PRICE OF OUR SECURITIES

 

13

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

 

14

CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS

 

18

RISK FACTORS

 

19

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

41

COMPARATIVE PER SHARE INFORMATION

 

50

APPROVAL NO. 1 — THE BUSINESS COMBINATION APPROVAL

 

51

The Business Combination Approval

 

51

Reorganization

 

51

Parties to the Business Combination

 

51

Legacy Acquisition Corp.

 

51

Onyx Enterprises Int’l, Corp.

 

52

The Business Combination Agreement

 

52

Business Combination Consideration

 

52

Trust Account

 

53

Warrant Amendments

 

53

Post-Closing Purchase Price Adjustment

 

54

Representations and Warranties

 

55

Covenants of the Parties

 

56

Survival of Representations and Warranties; Indemnification

 

61

i

Table of Contents

 

Page

Conditions to Completion of the Business Combination Agreement

 

62

Termination

 

63

Effect of Termination

 

64

Amendments

 

64

Related Transaction Agreements

 

64

Background of the Business Combination

 

67

Past Contracts, Transactions or Negotiations

 

71

Interests of Certain Persons in the Business Combination

 

71

Certain Other Interests in the Business Combination

 

73

The Legacy Board of Directors’ Reasons for the Business Combination

 

73

Satisfaction of 80% Test

 

75

Unaudited Prospective Financial Information

 

76

Sources and Uses of Funds for the Business Combination

 

77

Board Approval and Recommendation

 

78

APPROVAL NO. 2 — THE NYSE APPROVAL

 

79

Overview

 

79

Why the Company Needs Stockholder Approval

 

79

Effect of the NYSE Approval on Current Stockholders

 

79

Reasons for the NYSE Approval

 

80

Vote Required

 

80

APPROVAL NO. 3 — THE AMENDED AND RESTATED CHARTER PROPOSAL

 

81

Overview

 

81

Reasons for the Amended and Restated Charter

 

81

Vote Required

 

81

APPROVAL NO. 4 — EQUITY INCENTIVE PLAN APPROVAL

 

82

Overview

 

82

Description of the 2020 Plan

 

82

Vote Required

 

83

APPROVAL NO. 5 — EMPLOYEE STOCK PURCHASE PLAN APPROVAL

 

84

Overview

 

84

Description of the ESPP

 

84

Vote Required

 

85

INFORMATION ABOUT LEGACY ACQUISITION CORP.

 

86

General

 

86

Initial Business Combination

 

87

Redemption Rights for Holders of Public Shares

 

87

Limitation on Redemption Rights

 

87

Employees

 

87

Properties

 

87

Management

 

87

Involvement in Certain Legal Proceedings

 

89

Stockholder Communications

 

90

Number and Terms of Office of Officers and Directors

 

90

Board Leadership Structure and Role in Risk Oversight

 

90

Director Independence

 

91

Board of Directors Meetings

 

91

Committees of the Board of Directors

 

91

ii

Table of Contents

 

Page

Director Nominations

 

93

Compensation Committee Interlocks and Insider Participation

 

93

Code of Ethics

 

93

Conflicts of Interest

 

93

Limitation on Liability and Indemnification of Officers and Directors

 

96

Director and Executive Officer Compensation

 

96

Report of the Audit Committee

 

96

Audit Fees and All Other Fees

 

97

Pre-Approval Policy

 

97

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION FOR LEGACY ACQUISITION CORP.

 

98

Overview

 

98

Results of Operations and Known Trends or Future Events

 

101

Liquidity and Capital Resources

 

103

Critical Accounting Policies

 

105

Recent Accounting Pronouncements

 

108

Off Balance Sheet Arrangements

 

108

Contractual Obligations

 

108

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

108

Quantitative and Qualitative Disclosures About Market Risk

 

109

Controls and Procedures

 

109

INFORMATION ABOUT ONYX ENTERPRISES INT’L, CORP.

 

110

Overview

 

110

Digital Commerce Platform

 

110

Fulfillment Operations

 

111

Products

 

111

Industry and Market Opportunity

 

112

Marketing

 

112

Competition

 

113

Intellectual Property

 

114

Environmental Matters

 

114

Seasonality

 

114

Property

 

114

Employees

 

114

Legal Proceedings

 

114

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION OF ONYX ENTERPRISES INT’L, CORP.

 

120

Overview

 

120

Trends Impacting our Business

 

120

Impact of COVID-19

 

121

Results of Operations

 

121

Critical Accounting Estimates

 

127

Off-Balance Sheet Arrangements

 

129

Recent Accounting Pronouncements

 

129

Post-Combination Company Executive Compensation

 

121

DESCRIPTION OF SECURITIES

 

134

Capital Stock Prior to the Business Combination

 

134

Founder Shares

 

134

iii

Table of Contents

 

Page

Preferred Stock

 

135

Redeemable Warrants

 

135

Dividends

 

140

Certain Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and Bylaws

 

140

Our Transfer Agent and Warrant Agent

 

142

Rule 144

 

142

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

144