30,000,000 Units Legacy Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2017 • Legacy Acquisition Corp. • Blank checks • New York
Legacy Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not other
WARRANT AGREEMENT between LEGACY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER& TRUST COMPANYWarrant Agreement • October 25th, 2017 • Legacy Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [______], 2017, is 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”).
Legacy Acquisition Corp.Securities Subscription Agreement • October 25th, 2017 • Legacy Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer Legacy Acquisition Sponsor I LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class F common stock (the “Shares”), $.0001 par value per share (the “Class F Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Legacy Acquisition Corp. a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2017 • Legacy Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [____], 2017, is made and entered into by and among Legacy Acquisition Corp., a Delaware corporation (the “Company”), Legacy Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 25th, 2017 • Legacy Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [________], 2017, by and between Legacy Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Legacy Acquisition Corp. Cincinnati, OH 45202 Re: Initial Public Offering Gentlemen:Underwriting Agreement • October 25th, 2017 • Legacy Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and among Legacy Acquisition Corp., a Delaware corporation (the “Company”), and Wells Fargo Securities, LLC, Cantor Fitzgerald & Co. and Stifel, Nicolaus & Company, Incorporated, as representatives (the “Representatives”) of the several underwriters named therein (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one warrant to purchase one-half of one share of Class A Common Stock (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one-half of
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • October 25th, 2017 • Legacy Acquisition Corp. • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of October 24, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between Legacy Acquisition Corporation, a Delaware corporation (the “Company”), and Legacy Acquisition Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).
