Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of November 20, 2020, is made and entered into by and among Legacy Acquisition Corp., a Delaware corporation (the “Company”),
and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Company 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”).


 


RECITALS


 


WHEREAS, on November 20, 2020, the Company completed
its initial Business Combination, pursuant to which the undersigned were issued an aggregate of 26,000,000 shares of Class A Common
Stock, par value $0.0001 per share, of the Company (the “Common Stock”) pursuant to the terms of the
Business Combination Agreement, dated as of September 18, 2020, 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, 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, and Shareholder Representative Services LLC, a Colorado limited liability
company, solely in its capacity as the Stockholder Representative (as may be amended or restated, the “Business Combination
Agreement”) and on the terms and conditions provided in the Company’s amended and restated certificate of incorporation;


 


WHEREAS, the Company and the Holders desire to enter
into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain
securities of the Company, as set forth in this Agreement.


 


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


 


ARTICLE I


DEFINITIONS


 


1.1 Definitions. The terms defined in this Article
I shall, for all purposes of this Agreement, have the respective meanings set forth below. Any capitalized terms used herein
and not defined shall have the meanings ascribed to them in the Business Combination Agreement.


 


“Adverse Disclosure” shall mean any
public disclosure of material non-public information, which disclosure, in the good faith judgment of the Board, after consultation
with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable
Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances
under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were
not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.


 


“Agreement” shall have the meaning
given in the Preamble.


 


“Board” shall mean the Board of Directors
of the Company.


 




     


     


    

 


“Business Combination” shall mean
any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with
one or more businesses, involving the Company.


 


“Business Day” means any day other
than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York are authorized to close for business.


 


“Commission” shall mean the Securities
and Exchange Commission.


 


“Common Stock” shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand Registration” shall have the
meaning given in subsection 2.1.1.


 


“Demanding Holder” shall have the
meaning given in subsection 2.1.1.


 


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-1” shall have the meaning
given in subsection 2.1.1.


 


“Form S-3” shall have the meaning
given in subsection 2.3.1.


 


“Holders” shall have the meaning given
in the Preamble.


 


“Maximum Number of Securities” shall
have the meaning given in subsection 2.1.4.


 


“Misstatement” shall mean an untrue
statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus,
or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the
circumstances under which they were made) not misleading.


 


“Permitted Transferees” means a person
or entity to whom a holder of Registrable Securities is permitted to transfer such Registrable Securities pursuant to Section
5.2.5 of this Agreement.


 


“Piggyback Registration” shall have
the meaning given in subsection 2.2.1.


 


“Pro Rata” shall have the meaning
given in subsection 2.1.4.


 


“Prospectus” shall mean the prospectus
included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective
amendments and including all material incorporated by reference in such prospectus.


 


“Prospectus Date” shall mean the date
of the final prospectus filed with the Commission and relating to the Company’s initial public offering.


 






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“Registrable Security”
shall mean (a) any outstanding share of the Common Stock or any other equity security (including the shares of Common Stock
issued or issuable upon the exercise of such equity security) of the Company held by a Holder as of the date of this Agreement,
and (b) any other equity security of the Company issued or issuable with respect to any such share of the Common Stock by way
of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization;
provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable
Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration
Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend
restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall
not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities
may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated
thereafter by the Commission) (but with no volume or other restrictions or limitations on such sale); or (E) such securities have
been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.


 


“Registration” shall mean a registration
effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities
Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registration Expenses” shall mean
the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A) all registration and filing fees (including fees with respect
to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the
Common Stock is then listed;


 


(B) fees and expenses of compliance with securities or blue
sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications
of Registrable Securities);


 


(C) printing, messenger, telephone and delivery expenses;


 


(D) reasonable fees and disbursements of counsel for the Company;


 


(E) reasonable fees and disbursements of all independent registered
public accountants of the Company incurred specifically in connection with such Registration; and


 


(F) reasonable fees and expenses of one (1) legal counsel selected
by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the
applicable Registration.


 


“Registration Statement” shall mean
any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus
included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting Holder” shall have the
meaning given in subsection 2.1.1.


 


“Securities Act” shall mean the Securities
Act of 1933, as amended from time to time.


 


“Selling Holders” shall have the meaning given in subsection
2.3.4(a)(ii).


 




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“Underwriter” shall mean a securities
dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s
market-making activities.


 


“Underwritten Registration” or “Underwritten
Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment
underwriting for distribution to the public.


 


ARTICLE II


REGISTRATIONS


 


2.1 Demand Registration.


 


2.1.1 Request for Registration. Subject to the provisions
of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the expiration of the lock-up
to which such shares are subject, if any, the Holders of at least a majority in interest of the then-outstanding number of Registrable
Securities (the “Demanding Holders”) may make a written demand for Registration of all or part of their
Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration
and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The
Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders
of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion
of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes
all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”)
shall so notify the Company, in writing, within fifteen (15) days after the receipt by the Holder of the notice from the Company.
Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s)
shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company
shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt
of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and
Requesting Holders pursuant to such Demand Registration, subject to Section 2.1.4 and Section 2.4. Under no circumstances
shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under
this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall
not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such
time (“Form S-I”) has become effective and all of the Registrable Securities requested
by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in
accordance with Section 3.1 of this Agreement.


 


2.1.2 Effective Registration. Notwithstanding
the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration
shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a
Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied
with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration
Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration
is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental
agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless
and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of
the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and
accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further,
that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement
that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently
terminated.


 






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2.1.3 Underwritten Offering.
Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the
Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities
pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding
Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon
such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable
Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their
Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting
agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of
the Demanding Holders initiating the Demand Registration.


 


2.1.4 Reduction of Underwritten Offering. If the managing
Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company,
the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities
that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Common Stock or other
equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has been requested
pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds
the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely
affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such
maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding
Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding
Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable
Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such
proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number
of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder
has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof,
without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (i) and (ii), the Common Stock or other equity securities that the Company desires to
sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Common Stock or other equity securities
of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual
arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.


 






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2.1.5 Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting
Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration
pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter
or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration
Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration.
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred
in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 


2.2 Piggyback Registration.


 


2.2.1 Piggyback Rights. If, at any time and from time
to time on or after the expiration of a lock-up to which such shares are subject, if any, the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company
(or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof),
other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange
offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible
into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such
proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the
anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of
such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written
notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause
such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing
Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant
to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities
of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance
with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through
an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the
Underwriter(s) selected for such Underwritten Offering by the Company.


 


2.2.2 Reduction of Piggyback Registration. If the managing
Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the
Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount
or number of the Common Stock or other securities that the Company desires to sell, taken together with (i) the Common Stock or
other securities, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with
persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration
has been requested pursuant Section 2.2 hereof, and (iii) the Common Stock or other securities, if any, as to which Registration
has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company,
exceeds the Maximum Number of Securities, then:


 


(a) If the Registration is undertaken for
the Company’s account, the Company shall include in any such Registration (A) first, the Common Stock or other equity securities
that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders
exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata, which can
be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A) and (B), the Common Stock or other securities, if any, as to which Registration
has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which
can be sold without exceeding the Maximum Number of Securities;


 






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(b) If the Registration is pursuant to a
request by persons or entities other than the Holders of Registrable Securities or the Company, then the Company shall include
in any such Registration (A) first, the Common Stock or other equity securities, if any, of such requesting persons or entities,
other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities
of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 pro rata based
on the number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate
number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be
sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (A) and (B), the Common Stock or other equity securities that the Company desires to
sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Stock or other equity securities for
the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements
with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.


 


2.2.3 Piggyback Registration Withdrawal. Any Holder of
Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written
notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback
Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback
Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons
pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection
with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to
the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the
Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4 Unlimited Piggyback Registration Rights. For purposes
of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to
a Demand Registration effected under Section 2.1 hereof.


 






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 2.3 Registrations on Form S-3.




 


2.3.1 Form
S-3 Rights. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the
Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission),
register the resale of any or all of their Registrable Securities on Form S-3 or similar short form registration statement
that may be available at such time (“Form S-3”); provided, however, that the Company
shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s
receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company
shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities,
and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s
Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after
the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12)
days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall
register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together
with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in
the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated
to effect any such Registration pursuant to Section 2.3.1 hereof if (i) a Form S-3 is not available for such offering;
or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company
entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if
any) at any aggregate price to the public of less than $10,000,000. The Company shall use reasonable best efforts to cause
the any Registration on Form S-3 pursuant to this Section 2.3.1 to be declared effective as soon as possible after
filing, and once effective, to keep such Registration continuously effective under the Securities Act at all times until all
Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with
the intended method(s) of distribution set forth in the Registration Statement or such securities have been
withdrawn.


 


2.4 Restrictions
on Registration Rights. Notwithstanding anything to the contrary contained herein, if (A) during the period starting with
the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one
hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has
delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues
to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective;
(B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment
of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously
detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement
at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating
that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement
to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such
event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, further,
that the Company shall not file a registration statement (or any amendment or supplement thereto) with respect to any securities
of the Company for any other holder of registration statements.


 


 2.5 Lock-Up Agreement.




 


2.5.1 Lock-Up
Period. Each Holder agrees that such Holder shall not Transfer any Buyer Common Stock issued to such Holder as part of the
Closing Share Consideration that may have been issued to such Common Stockholder prior to the earlier of (i) the first anniversary
of the Closing Date, (ii) the date, following the 180th day after the Closing Date, on which the VWAP of Buyer Common
Stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like), (iii) the date, following the 270th day after the Closing Date, on which the VWAP of Buyer Common Stock
equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the
like), or (iv) Buyer’s completion of a liquidation, merger, stock exchange or other similar transaction that results in
all of Buyer’s stockholders having the right to exchange their shares of Buyer Common Stock for cash, securities or other
property (the “Lock-Up Period”).


 




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2.5.2 Permitted
Transfers. Notwithstanding the provisions set forth in paragraphs 2.5.1, during the Lock-Up Period, Transfers of the Buyer
Common Stock held by any Holder or any of their permitted transferees (that have complied with this paragraph 2.5.2), are permitted
(i) in the case of an entity, as a distribution to its partners, stockholders or members; (ii) in the case of an individual, by
a bona fide gift to one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a
member of the individual’s immediate family, for estate planning purposes; (iii) in the case of an individual, by virtue
of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic
relations order; (v) if consented to in advance by the Post-Closing Buyer Board; provided, however, that in each case of clauses
(i) through (iv), the permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions
and the other terms described in this Section 2.5.2 to the extent and for the duration that such terms remain in effect at the
time of the Transfer.


 


2.5.3 Stop-Transfer
Notice. Each Holder, inclusive of any Person to whom shares of Buyer Common Stock have been Transferred by a Common Stockholder
in accordance with Section 2.5.2 of Buyer Common Stock issued pursuant to the Business Combination Agreement hereby authorizes
Buyer during each applicable Lock-Up Period to cause its transfer agent for the shares of Buyer Common Stock that are subject
to restriction on Transfer during the applicable Lock-Up Period (“Lock-up Shares”) to decline to transfer,
and to note stop transfer restrictions on the stock register and other records relating to, such Lock-up Shares for which the
undersigned is the record holder and, in the case of Lock-up Shares for which the Holder is the beneficial holder but not the
record holder, such Holder agrees during the applicable Lock-Up Period to cause the record holder to cause the relevant transfer
agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such
Lock-up Shares, if such Transfer would constitute a violation or breach of this Agreement. In addition, any Holder who is not
a resident of the United States and is not an accredited investor as defined under Rule 501 of Regulation D under the Securities
Act hereby authorizes Buyer to instruct its transfer agent to note that such Transaction Securities were issued under an exemption
from registration under Regulation S and to utilize the CREST electronic clearing system for the purpose of compliance with legend
and transfer restriction requirements as provided for by Regulation S. In addition, each Holder agrees that Buyer may issue appropriate
stop transfer instructions to its transfer agent in order to ensure compliance with the Securities Act, including as to Regulation
S as applicable.


 


2.5.4 Release.
During the Lock-Up Period, the Company agrees that if it grants an early release or waiver of the lock-up restrictions imposed
by the Company upon the Buyer Sponsor pursuant to that certain Amended and Restated Sponsor Lock-Up Agreement dated as of the
same date hereof, then a similar release or waiver shall be provided to each Holder on a pro rata basis.


 


ARTICLE
III


COMPANY
PROCEDURES


 


3.1 General
Procedures. If at any time on or after the date of this Agreement the Company is required to effect the Registration of Registrable
Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities
in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:


 


3.1.1 prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use
its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement have been sold;


 






    9


     


    

 


3.1.2
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such
supplements to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be
required by the rules, regulations or instructions applicable to the registration form used by the Company or by the
Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable
Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in
such Registration Statement or supplement to the Prospectus;


 


3.1.3 prior
to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish at least five Business Days
prior to the anticipated filing, without charge to the Underwriters, if any, and the Holders of Registrable Securities included
in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each
amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated
by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such
other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel
for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;


 


3.1.4
prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions
in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their
intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered
by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by
virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or
advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the
disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not
be required to qualify generally to do business in any jurisdiction where it would not otherwise he required to qualify or
take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is
not then otherwise so subject;


 


3.1.5 cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company arc then listed;


 


3.1.6 provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;


 


3.1.7 advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening
of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued;


 


3.1.8 at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus,
furnish a copy thereof to each seller of such Registrable Securities or its counsel;


 


3.1.9 notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities
Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect,
includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 




    10


     


    


 


3.1.10 permit
a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters,
if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own
expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to
supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with
the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement,
in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.11 obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily
covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory
to a majority-in-interest of the participating Holders;


 


3.1.12 on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date,
of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales
agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which
such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating
Holders;


 


3.1.13 in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


3.1.14 make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
(12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor
rule promulgated thereafter by the Commission);


 


3.1.15 if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its
reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.16 otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 


3.2 Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders
that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3 Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities
of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such
person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes
and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting
agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.


 






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3.4 Suspension
of Sales: Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus
contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received
copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants
to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised
in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use
of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure
or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for
reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders,
delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time,
but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event
the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of
the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to
sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it
exercised its rights under this Section 3.4.


 


3.5 Reporting
Obligations. As long as any Holder shall own Registrable Securities. the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d)
of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further
covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to
time to enable such Holder to sell shares of the Common Stock held by such Holder without registration under the Securities Act
within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated
thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver
to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


ARTICLE
IV


INDEMNIFICATION
AND CONTRIBUTION


 


 4.1 Indemnification.




 


4.1.1 The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in
any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly
for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such
Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification
of the Holder.


 




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4.1.2 In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such
Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers
and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages,
liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of
material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing
by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several,
not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities
shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant
to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors
and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the
foregoing with respect to indemnification of the Company.


 


4.1.3 Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to
indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in
such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may
exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory
to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party
who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of
more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified
parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the
entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money
is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such
claim or litigation.


 


4.1.4 The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by
or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive
the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to
make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s
or such Holder’s indemnification is unavailable for any reason.


 






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4.1.5
If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to
hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein,
then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by
the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference
to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such
indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent,
knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the
liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by
such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses
or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections
4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in
connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if
contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of
allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent
misrepresentation.


 


ARTICLE
V


MISCELLANEOUS


 


5.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram
or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed
sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on
which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram
or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at
such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be
addressed, if to the Company, to: 1308 Race St., Suite 200 Cincinnati, OH 45202, and, if to any Holder, at such Holder’s
address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice
at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective
thirty (30) days after delivery of such notice as provided in this Section 5.1.


 


 5.2 Assignment; No Third Party Beneficiaries.




 


5.2.1 This
Agreement and the rights, duties and obligations of the Company hereunder may not he assigned or delegated by the Company in whole
or in part.


 


5.2.2 Prior
to the expiration of the lock-up to which such shares are subject, if any, no Holder may assign or delegate such Holder’s
rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities
by such Holder to a Permitted Transferee.


 


5.2.3 This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4 This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth
in this Agreement and this Section 5.2 hereof.


 




    14


     


    



 


5.2.5 No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company to be bound by the terms
of this Agreement. Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.


 


5.3 Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed
an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4 Governing
Law; Venue; Waiver of Jury Trial. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO,
THE PARTIES EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK
AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO
THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THE AGREEMENT SHALL
BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 


EACH
PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


5.5 Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable
Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement
may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity
as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in
such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and
any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under
this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise
of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights
or remedies hereunder or thereunder by such party.


 


5.6 Other
Registration Rights. The Company represents and warrants that, except for the rights granted under that certain
Registration Rights Agreement, dated as of November 16, 2017, by and among the Company and Legacy Acquisition Sponsor I LLC,
a Delaware limited liability company, and the parties listed as a holder thereto (and any person or entity who thereafter
becomes a party to the agreement), as may be amended or restated, no person, other than a Holder of Registrable Securities,
has any right to require the Company to register any securities of the Company for sale or to include such securities of the
Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any
other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights
agreement or agreement with similar terms and conditions with respect to the Registrable Securities and in the event of a
conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


5.7 Term.
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as
of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the
applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated
thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities
under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner
of sale. The provisions of Section 3.5 and Article IV shall survive any termination.


 


[SIGNATURE PAGE
FOLLOWS]


 




    15


     


    

 


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


 


	 	COMPANY:
	 	 
	 	LEGACY ACQUISITION CORP.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ William C.
    Finn
	 	Name:  	William C. Finn
	 	Title:	Chief Financial Officer
	 	 
	 	 

                    HOLDERS:

	 	ONYX ENTERPRISES CANADA INC.
	 	 
	 	By:	/s/ Prashant Pathak
	 	Name:	Prashant Pathak
	 	Title:	President


 


[ SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT ]


 




     


     


    

 


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


 


	 	COMPANY:
	 	 
	 	LEGACY ACQUISITION CORP.,
	 	a Delaware corporation
	 	 
	 	By:	 
	 	Name:  	William C. Finn
	 	Title:	Chief Financial Officer
	 	 
	 	HOLDERS:
	 	 
	 	/s/ Stanislav Royzenshteyn
	 	Name:	Stanislav Royzenshteyn


 


Carey Kurtin as proxy from Stanislav Royzenshteyn
pursuant to section 5.1 of the 2015 Stockholders Agreement


 


[ SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT ]


 




     


     


    

 


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


 


	 	COMPANY:
	 	 
	 	LEGACY ACQUISITION CORP.,
	 	a Delaware corporation
	 	 
	 	By:	 
	 	Name:  	William C. Finn
	 	Title:	Chief Financial Officer
	 	 
	 	HOLDERS:
	 	 
	 	/s/ Roman Gerashenko 
	 	Name:	Roman Gerashenko


 


Carey Kurtin as proxy from Stanislav Royzenshteyn
pursuant to section 5.1 of the 2015 Stockholders Agreement


 


[ SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT ]