Exhibit 10.1


 


D4     AMENDED AND RESTATED PROMISSORY NOTE


 


FOR VALUE RECEIVED, and subject to the
terms and conditions set forth herein, Legacy Acquisition Corp., a Delaware corporation (the “Maker”), hereby
unconditionally promises to pay to the order of Blue Valor Limited, a company incorporated in Hong Kong or its assigns (the “Noteholder,”
and together with the Maker, the “Parties”), the principal amounts set forth on Exhibit A attached hereto
as it may be amended from time to time in accordance with the terms and conditions set forth herein (each such principal amount
set forth on Exhibit A, a “Loan” and the sum of all such principal amounts set forth on Exhibit A, the “Total
Loan Amount”), together with the Total Interest Amount (as defined below), as provided in this Amended and Restated Promissory
Note (the “Note,” as the same may be amended, restated, supplemented, or otherwise modified from time to time
in accordance with its terms).


 


The Total Loan Amount is made by the Noteholder
to the Maker pursuant to that Amended and Restated Share Exchange Agreement between the Parties dated as of December 2, 2019 (the
“Amended and Restated Share Exchange Agreement” as the same may be amended, restated, supplemented, or otherwise
modified from time to time in accordance with its terms). Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed to them in the Amended and Restated Share Exchange Agreement.


 


Maker and Noteholder are parties to that
certain Promissory Note dated as of October 23, 2019 (the “Original Note Date”) (the “Original Note”).
At all times from the Original Note Date until the date hereof, the Original Note was in full force and effect, and the Parties
desire to confirm that, except to the extent modified in this Note, all rights and obligations of the Parties in the Original Note
remain in full force and effect as continuing obligations from and after the Original Note Date. The parties desire to amend and
restate the Original Note in its entirety as set forth in this Note.


 


1. Definitions.
The following capitalized terms shall have the meanings set forth in this Section 1.


 


“1
Month USD LIBOR Interest Rate” means the first LIBOR interest rate published each month from the date hereof until the
Maturity Date.


 


“Applicable
Rate” means the 1 Month USD LIBOR Interest Rate plus 1.5%.


 


“Default”
means any of the events specified in Section 6 which constitute an Event of Default or which, upon the giving of notice,
the lapse of time, or both, pursuant to Section 6 would, unless cured or waived, become an Event of Default.


 


“Event
of Default” has the meaning set forth in Section 6.


 


“Loan”
has the meaning set forth in the introductory paragraph.


 


“Loan Request”
has the meaning set forth in Section 2.1.


 




     


     


    

 


“Maker” has
the meaning set forth in the introductory paragraph.


 


“Maturity
Date” means the date of the consummation of any initial business combination of Maker.


 


“Note”
has the meaning set forth in the introductory paragraph.


 


“Noteholder”
has the meaning set forth in the introductory paragraph.


 


“Original
Note” has the meaning set forth in the second introductory paragraph.


 


“Original
Note Date” has the meaning set forth in the second introductory paragraph.


 


“Parties”
has the meaning set forth in the introductory paragraph.


 


“Total
Interest Amount” has the meaning set forth in Section 3.1.


 


“Total
Loan Amount” has the meaning set forth in the introductory paragraph.


 


2. Loan Requests; Final Payment Date;
Optional Prepayments; Forgiveness.


 


2.1 Procedure
for Loan Requests. On or before the 12th day of each month during the period commencing on the date hereof and continuing
until the earlier of (i) April 12, 2020, (ii) the Maturity Date, or (iii) the date of forgiveness of the Total Loan Amount pursuant
to Section 2.4 hereof, the Maker may submit a written notice to the Noteholder setting forth the requested loan amount in
accordance with the terms and conditions of the Amended and Restated Share Exchange Agreement (the “Loan Request”).
The Noteholder shall pay to the Maker the amount set forth in the Loan Request provided that the Loan Request complies with the
requirements set forth in the Amended and Restated Share Exchange Agreement. The date of payment and the amount of each Loan paid
by the Noteholder shall be inscribed by the Maker on Exhibit A attached to this Note and shall be delivered to the Noteholder on
or about the time of the Noteholder’s payment of such Loan. Notwithstanding anything herein to the contrary, the Total Loan
Amount at any given time shall equal the sum of all principal Loan amounts made by Noteholder to the Maker as of such time.


 


2.2 Final
Payment Date. The aggregate unpaid principal amount of the Total Loan Amount, the Total Interest Amount, and all other amounts
payable under this Note shall be due and payable on the Maturity Date, unless otherwise provided in Section 2.4 or Section
7.


 


2.3 Optional
Prepayment. The Maker may prepay any Loan in whole or in part at any time or from time to time without penalty or premium by
paying the principal amount of such Loan to be prepaid together with accrued interest thereon to the date of prepayment. No prepaid
amount may be reborrowed.


 




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2.4 Forgiveness.
In the event that the Closing does not occur and the Trust Account liquidates, the principal amount of the Total Loan Amount under
this Note shall be forgiven by the Noteholder, except to the extent of any funds that are available to Maker (i) after such liquidation
in accordance with the Trust Agreement, or (ii) from any other source. For the avoidance of doubt, in such event, except as otherwise
set forth in the foregoing sentence, the Noteholder, by acceptance of this Note, hereby irrevocably waives any claims it may have
against the Trust Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations,
contracts or agreements with the Purchaser and will not seek recourse against the Trust Fund (including any distributions therefrom)
for any reason whatsoever.


 


3. Interest.


 


3.1 Interest
Rate. Except as otherwise provided herein, the outstanding principal amount of each Loan made hereunder shall bear interest
at the Applicable Rate from the date such Loan was made (as set forth on Exhibit A attached hereto) until such Loan is (i) paid
in full, whether at maturity, upon acceleration, by prepayment, or otherwise or (ii) forgiven as provided herein. Accordingly,
accrued interest on each Loan shall be calculated separately as provided herein, and the sum of all accrued interest due on each
Loan shall equal the total accrued interest for the Total Loan Amount (the “Total Interest Amount”).


 


3.2 Interest
Payment Dates. The Total Interest Amount shall be payable on the earlier to occur of (i) the Maturity Date, or (ii) the date
that the principal amount of the Total Loan Amount under this Note is forgiven pursuant to Section 2.4 hereof.


 


3.3 Intentionally
omitted.


 


3.4 Computation
of Interest. All computations of interest shall be made on the basis of 365 or 366 days, as the case may be and the actual
number of days elapsed. Interest shall accrue on each Loan on the day on which such Loan is made (as set forth on Exhibit A attached
hereto), and shall not accrue on the Loan on the day on which it is paid.


 


3.5 Interest
Rate Limitation. If at any time and for any reason whatsoever, the interest rate payable on any Loan shall exceed the maximum
rate of interest permitted to be charged by the Noteholder to the Maker under applicable Law, such interest rate shall be reduced
automatically to the maximum rate of interest permitted to be charged under applicable Law.


 


4. Payment Mechanics.


 


4.1 Manner
of Payment. All payments of interest and principal shall be made in lawful money of the United States of America no later than
5:00 PM Eastern Standard Time on the date on which such payment is due by wire transfer of immediately available funds to the Noteholder’s
account at a bank specified by the Noteholder in writing to the Maker from time to time.


 




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4.2 Business
Day Convention. Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall
be made on the next succeeding Business Day and such extension will be taken into account in calculating the amount of interest
payable under this Note.


 


5. Representations
and Warranties. The Maker hereby represents and warrants to the Noteholder on the date hereof as follows:


 


5.1 Existence.
The Maker is a corporation, validly existing and in good standing under the laws of the state of its jurisdiction of organization.


 


5.2 Power
and Authority. The Maker has the power and authority, and the legal right, to execute and deliver this Note and to perform
its obligations hereunder.


 


5.3 Authorization;
Execution and Delivery. The execution and delivery of this Note by the Maker and the performance of its obligations hereunder
have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The Maker has duly executed
and delivered this Note.


 


5.4 No
Approvals. No consent or authorization of, filing with, notice to, or other act by, or in respect of, any Authority or any
other Person is required in order for the Maker to execute, deliver, or perform any of its obligations under this Note.


 


5.5 No
Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby
do not and will not (a) violate any provision of the Maker’s organizational documents; (b) violate any Law or Order applicable
to the Maker or by which any of its properties or assets may be bound; or (c) constitute a default under any material agreement
or contract by which the Maker may be bound.


 


5.6 Enforceability.
The Note is a valid, legal, and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings
in equity or at law.


 


6. Events of Default.
The occurrence of any of the following shall constitute an Event of Default hereunder:


 


6.1 Failure
to Pay. The Maker fails to pay (a) any principal amount of any Loan when due; or (b) interest or any other amount when due
and, in each case (with respect to (clause (a) and (b)), such failure continues for 5 days after written notice to the Maker.


 




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6.2 Breach
of Representations and Warranties. Any representation or warranty made or deemed made by the Maker to the Noteholder herein
is incorrect in any material respect on the date as of which such representation or warranty was made or deemed made.


 


6.3 Breach
of Covenants. The Maker fails to observe or perform any covenant, obligation, condition, or agreement contained in this Note,
other than that specified in Section 6.1 and such failure continues for 30 days.


 


6.4 Bankruptcy.


 


(a) the Maker
commences any case, proceeding, or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization,
or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt
or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief
with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official
for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors;


 


(b) there
is commenced against the Maker any case, proceeding, or other action of a nature referred to in Section 6.4(a) above which
(i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged,
or unbonded for a period of 10 days;


 


(c) there
is commenced against the Maker any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or
similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which
has not been vacated, discharged, or stayed or bonded pending appeal within 10 days from the entry thereof;


 


(d) the Maker
takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in
Section 6.4(a), Section 6.4(b), or Section 6.4(c) above; or


 


(e) the Maker
is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due.


 


6.5 Judgments.
A judgment or decree is entered against the Maker and such judgment or decree has not been vacated, discharged, or stayed or bonded
pending appeal within 10 days from the entry thereof.


 




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7. Remedies.
Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder
may at its option, by written notice to the Maker (a) declare the entire principal amount of the Total Loan Amount under this Note,
together with the Total Interest Amount and all other amounts payable hereunder, immediately due and payable and/or (b) exercise
any or all of its rights, powers, or remedies under applicable law; provided, however that, if an Event of Default described
in Section 6.4 shall occur, the principal of the Total Loan Amount and the Total Interest Amount shall become immediately
due and payable without any notice, declaration, or other act on the part of the Noteholder.


 


8. Miscellaneous.


 


8.1 Notices.


 


(a) All notices,
requests, or other communications required or permitted to be delivered hereunder shall be delivered in writing, in each case to
the address specified below or to such other address as such Party may from time to time specify in writing in compliance with
this provision:


 


		(i)	If to the Maker:



 


Address: 1308 Race Street Suite
200 Cincinnati, Ohio 45202


Attn: Darryl McCall


Telephone: +1 (505) 820-0412, Facsimile:
[NUMBER]


Email: darrylmccall@legacyacquisition.com


 


With a copy to:


 


DLA Piper


Address: 1201 West Peachtree Street, Suite 2800, Atlanta,

Georgia 30309-3450

Attention: Gerry Williams

Telephone: +1 (404) 736-7891

Email: Gerry.Williams@us.dlapiper.com


 


		(ii)	If to the Noteholder:



 


Bldg. C9-C, Universal Creative Park, 9, Jiuxianqiao
North Rd.,

Chaoyang District, Beijing 100015, China


Attn: Xin Wang, Finance Department


Telephone: +86(10) 5647 8811


Email: wangxina@bluefocus.com


 


With a copy to:


 


Greenberg Traurig LLP

Address: 200 Park Avenue, New York, New York 10166

Attention: Doron Lipshitz

Telephone: +1 (212) 801-3100

Email: lipshitzd@gtlaw.com


 




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(b) Notices
if (i) mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when
received; (ii) sent by facsimile during the recipient’s normal business hours shall be deemed to have been given when sent
(and if sent after normal business hours shall be deemed to have been given at the opening of the recipient’s business on
the next business day); and (iii) sent by email shall be deemed received upon the sender’s receipt of an acknowledgment from
the intended recipient (such as by the “return receipt requested” function, as available, return email, or other written
acknowledgment).


 


8.2 Expenses.
In the event of a breach or default by Maker under this Note, the Maker shall reimburse the Noteholder on demand for all reasonable
and documented out-of-pocket costs, expenses, and fees (including reasonable expenses and fees of its counsel) incurred by the
Noteholder in connection with the enforcement of the Noteholder’s rights hereunder.


 


8.3 Governing
Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon,
arising out of, or relating to this Note, and the transactions contemplated hereby, shall be governed by the laws of the State
of New York.


 


8.4 Submission to Jurisdiction.


 


(a) The Maker
hereby irrevocably and unconditionally (i) agrees that any legal action, suit, or proceeding arising out of or relating to this
Note may be brought in the courts of the State of New York or of the United States of America for the Southern District of New
York and (ii) submits to the exclusive jurisdiction of any such court in any such action, suit, or proceeding. Final judgment against
the Maker in any action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.


 


(b) Nothing
in this Section 8.4 shall affect the right of the Noteholder to (i) commence legal proceedings or otherwise sue the Maker
in any other court having jurisdiction over the Maker or (ii) serve process upon the Maker in any manner authorized by the laws
of any such jurisdiction.


 


8.5 Venue.
The Maker irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may
now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note in any court referred
to in Section 8.4(b) and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court.


 


8.6 Waiver
of Jury Trial. THE MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY
WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.


 




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8.7 Counterparts;
Integration; Effectiveness. This Note and any amendments, waivers, consents, or supplements hereto may be executed in counterparts,
each of which shall constitute an original, but all taken together shall constitute a single contract. This Note constitutes the
entire contract between the Parties with respect to the subject matter hereof and supersede all previous agreements and understandings,
oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Note by facsimile or in
electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart
of this Note.


 


8.8 Successors
and Assigns. This Note may be assigned, transferred, or negotiated by the Noteholder to any Person, at any time, without notice
to or the consent of the Maker. The Maker may not assign or transfer this Note or any of its rights hereunder without the prior
written consent of the Noteholder, any such assignment without the Noteholder’s prior written consent shall be null and void.
This Note shall inure to the benefit of and be binding upon the parties hereto and their permitted assigns.


 


8.9 Waiver
of Notice. The Maker hereby waives presentment, demand for payment, protest, notice of dishonor, notice of protest or nonpayment,
notice of acceleration of maturity, and diligence in connection with the enforcement of this Note or the taking of any action to
collect sums owing hereunder.


 


8.10 Amendments
and Waivers. No term of this Note may be waived, modified, or amended except by an instrument in writing signed by both of
the parties hereto. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose
given.


 


8.11 Headings.
The headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand, or limit
any of the terms or provisions hereof.


 


8.12 No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Noteholder, of any right,
remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy,
power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers, and privileges provided by law.


 


8.13 Severability.
If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or
unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable such term or provision
in any other jurisdiction.


 


[signature
page follows]


 


IN WITNESS WHEREOF, the Maker has executed this Note as of December 17, 2019.


 


	 	LEGACY ACQUISITION CORP.
	 	 
	 	By	/s/
    Edwin J. Rigaud
	 	Name:	Edwin J. Rigaud
	 	Title:	Chairman & CEO


 


(Signature Page to Amended and Restated
Promissory Note)


 






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Exhibit A


 


Loan Amounts 


 


	Loan Number	 	Loan Date	 	Pricipal Amount of Loan	 
	1	 	October 24, 2019	 	$	979,155.40	 
	2	 	December 18, 2019	 	$	979,155.40	 
	3	 	January 21, 2020	 	$	979,155.40	 
	4	 	February 20, 2020	 	$	879,155.40	 




 


(Exhibit A to Amended and Restated Promissory
Note)


 




 


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