Exhibit 10.7


 


INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT (this
“Agreement”) is made as of [                 ], 2017, by and between Legacy Acquisition Corp., a Delaware corporation
(the “Company”), and [                 ] (“Indemnitee”).


 


RECITALS


 


WHEREAS, highly
competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities
unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims
and actions against them arising out of their service to and activities on behalf of such corporations;


 


WHEREAS, the
Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary
and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given
current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more
exclusions. At the same time, directors, officers and other persons in service to corporations or business enterprises are being
increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would
have been brought only against the Company or business enterprise itself.  The Amended and Restated Certificate of Incorporation
(the “Charter”) and the Bylaws (the “Bylaws”) of the Company require indemnification
of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions
of the Delaware General Corporation Law (“DGCL”). The Charter, Bylaws and the DGCL expressly provide
that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered
into between the Company and members of the board of directors, officers and other persons with respect to indemnification, hold
harmless, exoneration, advancement and reimbursement rights;


 


WHEREAS, the
uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such
persons;


 


WHEREAS, the
Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty
of such protection in the future;


 


WHEREAS, it is
reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to
advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue
to serve the Company free from undue concern that they will not be so protected against liabilities;


 


WHEREAS, this
Agreement is a supplement to and in furtherance of the Charter and Bylaws of the Company and any resolutions adopted pursuant thereto,
and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;


 


WHEREAS, Indemnitee
may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company
desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service
for or on behalf of the Company on the condition that he be so indemnified; and


 


NOW, THEREFORE,
in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated
as of [          ], 2017, the Company and Indemnitee do hereby covenant and agree as follows:


 


TERMS AND CONDITIONS


 


1. SERVICES
TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or
continue to serve as an officer, director, advisor, key employee or any other capacity of the Company, as applicable, for so long
as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders his resignation or until Indemnitee is removed.
The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a
director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement,
however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond
any period otherwise required by law or by other agreements or commitments of the parties, if any.


 






     


     


    

 


2. DEFINITIONS.
As used in this Agreement:


 


(a) References to
“agent” shall mean any person who is or was a director, officer or employee of the Company or a
subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in
such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the
interests of the Company or a subsidiary of the Company.


 


(b) The terms
“Beneficial Owner” and “Beneficial Ownership” shall have the meanings set
forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.


 


(c) A
“Change in Control” shall be deemed to occur upon the earliest to occur after the date of this
Agreement of any of the following events:


 


(i) Acquisition
of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding
securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership
of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of
securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the
Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of
this definition;


 


(ii) Change
in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by
the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors
then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved
(collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of
the members of the Board;


 


(iii) Corporate
Transactions. The effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination, involving the Company and one or more businesses (a “Business Combination”),
in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who
were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities
of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership
immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) no
Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of
15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors
of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at
least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors
at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business
Combination;


 






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(iv) Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of
agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than
factoring the Company’s current receivables or escrows due (or, if such stockholder approval is not required, the
decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related
transactions); or


 


(v) Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under
the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.


 


(d)
“Corporate Status” describes the status of a person who is or was a director, officer, trustee,
general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined
below) which such person is or was serving at the request of the Company.


 


(e)
“Delaware Court” shall mean the Court of Chancery of the State of Delaware.


 


(f)
“Disinterested Director” shall mean a director of the Company who is not and was not a party to the
Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.


 


(g)
“Enterprise” shall mean the Company and any other corporation, constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned
subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other
enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general
partner, managing member, fiduciary, employee or agent.


 


(h)
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(i)
“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature
whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial
services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise
participating in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee for which
he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in
connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal,
premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent.
Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against
Indemnitee.


 


(j) References to
“fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit
plan; references to “serving at the request of the Company” shall include any service as a
director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such
director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries;
and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner
“not opposed to the best interests of the Company” as referred to in this Agreement.


 


(k)
“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience
in matters of corporation law and that neither presently is, nor in the past five years has been, retained to represent:
(i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning
Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other
party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards
of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement.


 






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(l) The term
“Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the
Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the
Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment benefit plan of the Company
or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any trustee or
other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the
Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.


 


(m) The term
“Proceeding” shall include any threatened, pending or completed action, suit, arbitration,
mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual,
threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil
(including intentional or unintentional tort claims), criminal, administrative or investigative or related nature, in which
Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a
director or officer of the Company, by reason of any action (or failure to act) taken by him or of any action (or failure to
act) on his part while acting as a director or officer of the Company, or by reason of the fact that he is or was serving at
the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of
any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred
for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.


 


(n) The term
“Subsidiary,” with respect to any Person, shall mean any corporation, limited liability
company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity
securities or equity interest is owned, directly or indirectly, by that Person.


 


3. INDEMNITY
IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and
exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made,
a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right
of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee
shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid
in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses,
judgments, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on his behalf in
connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable
cause to believe that his conduct was unlawful.


 


4. INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify,
hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened
to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company
to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee
shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or on his behalf
in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration
for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have
been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding
was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to
exoneration.


 






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5. INDEMNIFICATION
FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except
for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to
(or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or
matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold
harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him in connection therewith. If
Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable
law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or on his
behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such
Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate
Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue,
or matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination of
any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.


 


6. INDEMNIFICATION
FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section 27, to the
extent that Indemnitee is, by reason of his Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was
or is not a party or threatened to be made a party, he shall, to the fullest extent permitted by applicable law, be
indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or on his behalf in
connection therewith.


 


7. ADDITIONAL
INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS.


 


(a) Notwithstanding
any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by
applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a
party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against
all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in
settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold
harmless or exoneration rights shall be available under this Section 7(a) on account of Indemnitee’s conduct
which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission
not in good faith or which involves intentional misconduct or a knowing violation of the law.


 


(b) Notwithstanding
any limitation in Sections 3, 4, 5 or 7(a), except for Section 27, the Company shall, to the fullest extent permitted by
applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a
party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor)
against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and
other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid
in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.


 


8. CONTRIBUTION IN THE EVENT OF JOINT
LIABILITY.


 


(a) To the fullest
extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this
Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of
indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by
Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for
Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company
hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.


 


(b) The Company shall
not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined
in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against
Indemnitee.


 






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(c) The Company
hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be
brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with
Indemnitee.


 


9. EXCLUSIONS.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any
indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim made against
Indemnitee:


 


(a) for which payment
has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or
advancement provision, except with respect to any excess beyond the amount actually received under any insurance policy,
contract, agreement, other indemnity or advancement provision or otherwise;


 


(b) for an accounting
of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the
meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law
or common law; or


 


(c) except as
otherwise provided in Sections 14(f)-(g) hereof, prior to a Change in Control, in connection with any Proceeding (or any
part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by
Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board
authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the
indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company
under applicable law. Indemnitee shall seek payments or Advances from the Company only to the extent that such payments or
Advances are unavailable from any insurance policy of the Company covering Indemnitee.


 


10. ADVANCES
OF EXPENSES; DEFENSE OF CLAIM.


 


(a) Notwithstanding
any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable
law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by
Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the
Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any
Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the
fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without
regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions
of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this
right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of
the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay
the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the
Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise. This
Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or
exoneration payment is excluded pursuant to Section 9.


 


(b) The Company will
be entitled to participate in the Proceeding at its own expense.


 


(c) The Company shall
not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or
limitation on Indemnitee without Indemnitee’s prior written consent.


 


11. PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


(a) Indemnitee agrees
to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment,
information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to
indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee
to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this
Agreement, or otherwise.


 






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(b)          
Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with
this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate
in his sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement
to indemnification shall be determined according to Section 12(a) of this Agreement.


 


12. PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION.


 


(a) A determination,
if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the
specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of
the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors
designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so
direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or
(iv) by vote of the stockholders. The Company promptly will advise Indemnitee in writing with respect to any
determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for
which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to
Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with
the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any documentation or information which
is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and
disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be
borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the
Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.


 


(b) In the event the
determination of entitlement to indemnification is to be made by Independent Counsel pursuant to
Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The
Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the
Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so
selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give
written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and certifying that the
Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of
this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after
such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a
written objection to such selection; provided, however, that such objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in
Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.
Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is
so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such
objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within
twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to
Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or
Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or
Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a
person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so
appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial
proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged
and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then
prevailing).


 






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(c) The Company
agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless
such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.


 


13. PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS.


 


(a) In making a
determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a
request for indemnification in accordance with Section 11(b) of this Agreement, and the Company shall have the
burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any
determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or
Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that
indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met
such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the
applicable standard of conduct.


 


(b) If the person,
persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled
to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request
therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be
deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by
Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that
any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may
be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the
determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or
evaluating of documentation and/or information relating thereto.


 


(c) The termination
of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to
any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 


(d) For purposes of
any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is
based on the records or books of account of the Enterprise, including financial statements, or on information supplied to
Indemnitee by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of
legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or
managing member, or on information or records given or reports made to the Enterprise, its Board, any committee of the Board
or any director, trustee, general partner, manager or managing member, by an independent certified public accountant or by an
appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general
partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive or to
limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of
conduct set forth in this Agreement.


 


(e) The knowledge
and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member,
fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to
indemnification under this Agreement.


 






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14. REMEDIES
OF INDEMNITEE.


 


(a) In the event that
(i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable
law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to
indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after
receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to
Section 5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after
receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant
to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement
is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or
(vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not
made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Delaware Court to such
indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his
option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration
Rules of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without
regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration.


 


(b) In the event that
a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all
respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that
adverse determination.


 


(c) In any judicial
proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be
indemnified, held harmless, exonerated to receive advancement of Expenses under this Agreement and the Company shall have the
burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advancement of
Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to
Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial
proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company
for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s
entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 


(d) If a
determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced
pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(e) The Company shall
be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or
before any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


(f) The Company shall
indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by
Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee,
to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any
judicial proceeding or arbitration brought by Indemnitee: (i) to enforce his rights under, or to recover damages for
breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or
provision of the Charter, or the Bylaws now or hereafter in effect; or (ii) for recovery or advances under any insurance
policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is
determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance
recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good
faith).


 


(g) Interest shall be
paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies, holds
harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period
commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution,
reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the
Company.


 






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15. SECURITY.
Notwithstanding anything herein to the contrary, except for Section 27, to the extent requested by Indemnitee and approved
by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations
hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee,
may not be revoked or released without the prior written consent of Indemnitee.


 


16. NON-EXCLUSIVITY;
SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.


 


(a) The rights of
Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any
time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution
of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or
restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is
first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken
or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a
change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or
exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this
Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so
afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and
every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.


 


(b) The DGCL, the
Charter and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other
arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond
(“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against him
or incurred by or on behalf of him or in such capacity as a director, officer, employee or agent of the Company, or arising
out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the
provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of
any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of
Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the
Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or
parties thereto under any such Indemnification Arrangement.


 


(c) To the extent
that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees,
partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such
person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance
with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner,
managers, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives
notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or
otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such
Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable
as a result of such Proceeding in accordance with the terms of such policies.


 


(d) In the event of
any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of
such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all
action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring
suit to enforce such rights.


 






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(e) The
Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or
was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary,
employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification,
hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of
this Agreement to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset,
allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance
coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and
performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under
this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold
harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 


17. DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves
as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee
or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee
serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement)
by reason of his Corporate Status, whether or not he is acting in any such capacity at the time any liability or expense is incurred
for which indemnification or advancement can be provided under this Agreement.


 


18. SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be
affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or
provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to
the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to
give effect to the intent manifested thereby.


 


19. ENFORCEMENT
AND BINDING EFFECT.


 


(a) The Company
expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in
order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.


 


(b) Without limiting
any of the rights of Indemnitee under the Charter or Bylaws of the Company as they may be amended from time to time, this
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to
the subject matter hereof.


 


(c) The
indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this
Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns
(including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of
the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer,
employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary,
employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and
his spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 


(d) The Company shall
require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all,
substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form
and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform if no such succession had taken place.


 






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(e) The Company and
Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be
inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm.
Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by
seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual
damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be
precluded from seeking or obtaining any other relief to which he may be entitled. The Company and Indemnitee further agree
that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive
relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of
posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond
or undertaking may be required of Indemnitee by a court of competent jurisdiction, Company hereby waives any such requirement
of such a bond or undertaking to the fullest extent permitted by law.


 


20. MODIFICATION
AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company
and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


21. NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been
directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date
on which it is so mailed:


 


(a) If to Indemnitee,
at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in
writing to the Company.


 


(b) If to the Company, to:


 


Legacy Acquisition Corp.


1308 Race Street, Suite 200


Cincinnati, OH 45202


Attention: Edwin J. Rigaud


 


With a copy, which shall not constitute notice, to


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, New York 10105


Attn: Stuart Neuhauser, Esq.


Fax No.: (212) 370-7889


 


or to any other address as may have been
furnished to Indemnitee in writing by the Company.


 


22. APPLICABLE
LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect
to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted
by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising
out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court
in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of
the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive
any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not
to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper
or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties
hereby agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided
by Section 21 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.


 






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23. IDENTICAL
COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to
be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


24. MISCELLANEOUS.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the
paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement
or to affect the construction thereof.


 


25. PERIOD
OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company
against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration
of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished
and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that
if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.


 


26. ADDITIONAL
ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is
required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure
to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


27. WAIVER
OF CLAIMS TO TRUST ACCOUNT. Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind
(each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s
initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim
it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against
such trust account for any reason whatsoever.


 


28. MAINTENANCE
OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period
for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable
insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions
and to ensure the Company’s performance of its indemnification obligations under this Agreement.  The Indemnitee shall
be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for
any such director or officer under such policy or policies.  In all such insurance policies, the Indemnitee shall be named
as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably
insured of the Company’s directors and officers.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties hereto
have caused this Indemnity Agreement to be signed as of the day and year first above written.


 


	 	LEGACY ACQUISITION CORP.
	 	 	 
	 	By:	      
	 	 	Name:	     
	 	 	Title:	 
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	By:	      
	 	 	Name:	 
	 	 	Address:	 
	 	 	 


 


[Signature page to Indemnity Agreement]


 






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