Exhibit 10.1





 


AMENDMENT
NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT


 


THIS AMENDMENT NO.
2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of May 18, 2020, by and
between Legacy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer
& Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment,
but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined
below).


 


WHEREAS, on November
21, 2017, the Company consummated an initial public offering (the “Offering”) of units of the Company’s
equity securities, each such unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share
(“Common Stock”), and one warrant, each warrant entitling the holder thereof to purchase one-half of
one share of Class A Common Stock;


 


WHEREAS, the Company
entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC,
Cantor Fitzgerald & Co. and Stifel, Nicolaus & Company, Incorporated as representatives (the “Representatives”)
of the several underwriters (the “Underwriters”) named therein;


 


WHEREAS, $300,000,000
of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) were
delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the
“Trust Account”) for the benefit of the Company and the holders of the Common Stock included in the units
issued in the Offering as hereinafter provided pursuant to the investment management trust agreement made effective as of November
16, 2017, by and between the Company and the Trustee, as amended by that Amendment No. 1 to the Investment Management Trust Agreement,
dated October 22, 2019 (the “Original Agreement”);


 


WHEREAS, the Company
has sought the approval of its Public Stockholders at a meeting of its stockholders to: (i) extend the date before which the Company
must complete a business combination from May 20, 2020 to November 20, 2020 (the “Extension Amendment”)
and (ii) extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed a business combination
from May 20, 2020 to November 20, 2020 (the “Trust Amendment”);


 


WHEREAS, holders of
at least sixty-five percent (65%) of the Company’s outstanding shares of common stock approved the Extension Amendment and
the Trust Amendment; and


 


WHEREAS, the parties
desire to amend and restate Section 1(i) of the Original Agreement to, among other things, reflect amendments to the Original Agreement
contemplated by the Trust Amendment.


 




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


 


1. Amendment of
Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:


 


“Commence liquidation
of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the
Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Secretary or
Chairman of the board of directors of the Company (the “Board”) and, in the case of a Termination Letter
in a form substantially similar to the attached hereto as Exhibit A, acknowledged and agreed to by the Representatives,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously
released to the Company to pay its taxes and up to $750,000 per annum to fund working capital requirements (and in the case of
a Termination Letter in a form substantially similar to the attached hereto as Exhibit B, less up to $50,000 of interest that may
be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred
to therein, or (y) November 20, 2020, if a Termination Letter has not been received by the Trustee prior to such date, in
which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached
as Exhibit B and the Property in the Trust Account (less taxes payable and up to $50,000 of interest that may be released
to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however,
that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto,
the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed
to the Public Stockholders;


 


2. Miscellaneous Provisions.


 


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


 


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


 


2.3. Applicable
Law.  The validity, interpretation and performance of this Amendment shall be governed in all respects by the laws
of the State of New York, without giving effect to conflict of laws.


 


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


 


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


 


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


 


[Signature page follows]


 




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


 


	 	Continental Stock Transfer & Trust Company, as Trustee 
	 	 	 
	 	By:	/s/ Francis E. Wolf, Jr
	 	 	Name: Francis E. Wolf, Jr.
	 	 	Title: Vice President
	 	 	 
	 	Legacy Acquisition Corp.
	 	 	 
	 	By:	/s/ Edwin J. Rigaud
	 	 	Name: Edwin J. Rigaud
	 	 	Title: Chairman & Chief Executive Officer


 


 


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