Exhibit 10.2





 


[__________], 2017


 


Legacy Acquisition Corp.


1308 Race Street, Suite 200


Cincinnati, OH 45202 


Re: Initial Public Offering


 


Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) proposed to be entered into by and among Legacy Acquisition Corp., a Delaware corporation (the “Company”),
and Wells Fargo Securities, LLC, Cantor Fitzgerald & Co. and Stifel, Nicolaus & Company, Incorporated, as representatives
(the “Representatives”) of the several underwriters named therein (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to
cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A
common stock, par value $0.0001 per share (the “Common Stock”), and one warrant to purchase one-half
of one share of Class A Common Stock (each, a “Warrant”). Each whole Warrant entitles the holder thereof
to purchase one-half of one share of Common Stock at a price of $5.75 per half-share, subject to adjustment. The Units shall be
sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company shall
apply to have the Units listed on The New York Stock Exchange. Certain capitalized terms used herein are defined in Section 11
hereof.


 


In order to induce
the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Legacy Acquisition Sponsor I LLC
(the “Sponsor”) and the undersigned individuals, each of whom is a director or officer of the Company
(each, an “Insider” and collectively, the “Insiders”), hereby agrees with the
Company as follows:


 


1. The Sponsor
and each Insider agrees that (A) if the Company seeks stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it or he shall (i) vote any shares of Common Stock owned by it or him in favor of
such proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it or him in connection with such
stockholder approval and (B) if the Company engages in a tender offer in connection with any proposed Business Combination, it
or he shall not sell any shares of Common Stock to the Company in connection therewith.


 


2. The Sponsor
and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 24 months from
the date of the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance
with the Company’s amended and restated certificate of incorporation, the Sponsor and each Insider shall take all reasonable
steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Common
Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $50,000 of
interest to pay dissolution expenses and which interest shall be net of amounts released for payment of taxes and working capital
purposes), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations
under Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agree
not to propose any amendment to Article IX of the Company’s amended and restated certificate of incorporation prior to the
completion of a Business Combination, unless the Company provides its public stockholders with the opportunity to redeem their
shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest (which interest shall be net of amounts released for payment of
taxes and working capital released to the Company), divided by the number of then outstanding Offering Shares.


  



     


     


    

 


 


The Sponsor and each
Insider acknowledges that it or he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account
or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it.
The Sponsor and each Insider hereby further waives any claim such Sponsor or Insider may have in the future as a result of, or
arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever
except in each case with respect to the Insider’s right to a pro rata interest in the proceeds held in the Trust Fund for
any Offering Shares such Sponsor or Insider may hold.


 


3. During the
period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each
Insider shall not, without the prior written consent of the Representatives, sell, contract to sell, pledge or otherwise dispose
(or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or otherwise)) directly or indirectly, including the filing
(or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish
or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended, with respect to, any Units, shares of Capital Stock, Warrants or any securities convertible
into, or exercisable, or exchangeable for, shares of Capital Stock or publicly announce an intention to effect any such transaction,
except as set forth in the Underwriting Agreement. Each of the Insiders and the Sponsor acknowledges and agrees that, prior to
the effective date of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company
shall announce the impending release or waiver by press release through a major news service at least two business days before
the effective date of the release or waiver. Any release or waiver granted shall only be effective two business days after the
publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected
solely to permit a transfer of securities that is not for consideration and (ii) the transferee has agreed in writing to be bound
by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the
time of the transfer.


 


4. In the event
of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders,
members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may
become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) a
prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement
or a Business Combination agreement (a “Target”); provided, however, that such
indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party
for services rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target
do not reduce the amount of funds in the Trust Account to below (i) $10.00 per share of the Offering Shares or (ii) such
lesser amount per share of the Offering Shares held in the Trust Account due to reductions in the value of the trust assets as
of the date of the liquidation of the Trust Account, in each case, net of the amount of interest earned on the property in the
Trust Account which may be withdrawn to pay taxes and for working capital purposes, except as to any claims by a third party (including
a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the
Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933,
as amended. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall
not be responsible to the extent of any liability for such third party claims. The Sponsor shall have the right to defend against
any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of
notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


  


5. To the extent
that the Underwriters do not exercise their over-allotment option to purchase up to an additional 4,500,000 Units within 45 days
from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number
of Founder Shares in the aggregate equal to 1,125,000 multiplied by a fraction, (i) the numerator of which is 4,500,000 minus
the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator
of which is 4,500,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by
the Underwriters so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding
shares of Capital Stock after the Public Offering.


  



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6. (a) The Sponsor
and each officer hereby agrees not to participate in the formation of, or become an officer or director of, any other any other
special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended,
until the Company has entered into a definitive agreement regarding an initial Business Combination or unless the Company has failed
to complete a Business Combination within 24 months after the closing of the Public Offering or such later period approved by the
Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation.


 


(b) The Sponsor
and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in
the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6(a), 7(a),
7(b), and 9, as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and
(iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such
party may have in law or in equity, in the event of such breach.


 


7. (a) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable upon
conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination
or (B) subsequent to the Business Combination, (x) if the last sale price of the Common Stock equals or exceeds $12.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination
or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar
transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for
cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b) The Sponsor
and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or shares of Common Stock issued
or issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of a Business Combination
(the “Private Placement Warrants Lock-up Period,” together with the Founder Shares Lock-up Period,
the “Lock-up Periods”).


 


(c) Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares
of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and
that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)),
are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s
officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; or any third parties that have an option to
acquire shares from the Sponsor; (b) in the case of an individual, transfers by gift to a member of the individual’s
immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of
such person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and
distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations
order; (e) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices
no greater than the price at which the securities were originally purchased; (f) transfers in the event of the Company’s
liquidation prior to the completion of an initial Business Combination; or (g) transfers by virtue of the laws of the State
of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that
in any case, these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions
and the other terms described in this Letter Agreement (and other agreements entered into by the Sponsor with respect to such securities)
to the extent and for the duration that such terms remain in effect at the time of the transfer.


 



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8. The Sponsor
and each Insider represents and warrants that it or he has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each
Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is
true and accurate in all respects and does not omit any material information with respect to the Insider’s background. Each
Insider’s questionnaire furnished to the Company is true and accurate in all respects. Each Insider represents and warrants
that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order
or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it or
he has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it or he is not currently
a defendant in any such criminal proceeding.


 


9. Except as disclosed
in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer
of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any
repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation
of the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the amounts
described in the Prospectus under the heading “Summary – The Offering – Limited Payments to Insiders.”


 


10. The Sponsor
and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this
Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby
consents to being named in the Prospectus as an officer and/or director of the Company.


 


11. As used herein,
(i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital
Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares”
shall mean (a) the 8,625,000 shares of the Company’s Class F common stock, par value $0.0001 per share, initially
issued to the Sponsor (up to 1,125,000 Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment
option is not exercised by the Underwriters) for an aggregate purchase price of $25,000, or $0.003 per share, prior to the consummation
of the Public Offering; (iv) “Initial Stockholders” shall mean the Sponsor and any Insider that
holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase up to
8,750,000 shares of Common Stock of the Company (or 9,650,000 shares of Common Stock if the over-allotment option is exercised
in full) proposed to be acquired by the Sponsor, for an aggregate purchase price of $8,750,000 in the aggregate (or $9,650,000
if the over-allotment option is exercised in full), or $0.50 per whole Private Placement Warrant, in a private placement that shall
occur simultaneously with the consummation of the Public Offering; (vi) “Public Stockholders” shall
mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the
trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to,
any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


12. This Letter
Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed,
amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by all parties hereto.


 


13. No party hereto
may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent
of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and
each Insider and their respective successors, heirs and assigns and permitted transferees.


  



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14. Nothing in this
Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right,
remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof.
All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive
benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


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


 


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


 


17. This Letter
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The
parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.


 


18. Any notice,
consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and
shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.


 


19. This Letter
Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation
of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is
not consummated and closed by December 31, 2017; provided further that paragraph 4 of this Letter Agreement shall survive such
liquidation.


 


[Signature Page Follows]


  



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	 	Sincerely,
	 	 	 
	 	LEGACY ACQUISITION SPONSOR I LLC
	 	 	 
	 	By:	 
	 	 	Name: 	Edwin J. Rigaud
	 	 	Title:	Managing Member
	 	 	 
	 	By:	 
	 	 	Name:	Edwin J. Rigaud
	 	 	 
	 	By:	 
	 	 	Name:	Darryl T.F. McCall
	 	 	 
	 	By:	 
	 	 	Name:	William C. Finn
	 	 	 
	 	By:	 
	 	 	Name:	Stephen A. Davis
	 	 	 
	 	By:	 
	 	 	Name:	Richard White
	 	 	 
	 	By:	 
	 	 	Name:	Andrew W. Code
	 	 	 
	 	By:	 
	 	 	Name: 	Sengal Selassie


 


	Acknowledged and Agreed:	 
	 	 
	LEGACY ACQUISITION CORP.	 
	 	 
	 	 
	Name: 	Edwin J. Rigaud	 
	Title:	Chief Financial Officer	 


 


 


[Signature Page to Letter Agreement]


 


 


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