|Share exchange agreement terms
||(i) the Sponsor Support Agreement, dated March 13, 2020, by and among Legacy Acquisition I LLC, a Delaware limited
liability company (the “Sponsor”), the Company and Blue Valor, (ii) the Waiver Agreement, dated March 13, 2020,
by and between the Sponsor and the Company, and (iii) the Warrant Holder Support Agreements, dated March 13, 2020, by and
between the Company and the holders of approximately 19,765,000 (or approximately 65.9%) of the Company’s public
warrants, terminated concurrently with the termination of the Share Exchange Agreement. Additionally, the Warrant Amendments
described in the Consent Solicitation Statement filed with the Securities and Exchange Commission (the “SEC”) on
May 15, 2020, and subsequently approved by the public warrant holders will not take effect and there will be no redemption
rights or liquidating distribution with respect to the Company’s warrants. The warrants will expire worthless if the
Company does not complete an alternative business combination.
|Aggregate principal amount, description
||In addition, the Seller agreed that the Seller
Loans may include additional amounts to cover certain costs and expenses that the Company will reasonably incur in connection with
the continuation of operations until the earlier of the consummation of the business combination or the Extended Date and the total
of all such costs and expenses shall not exceed a total of $300,000 in the aggregate for all Extensions through the Extended Date.
No Seller Loan may exceed $1,000,000 in the aggregate (including loans to fund costs and expenses). The Seller Loans made on or
about October 23, 2019, December 21, 2019 and January 21, 2020, each in the principal amount of approximately $979,000 under the
Amended Seller Note reflects a loan to fund the Company’s contributions to the Trust Account of approximately $879,000 plus
$100,000 to fund the costs and expenses that the Company reasonably expects incur in connection with the continuation of operations
until the earlier of the consummation of the business combination or the Extended Date. As of September 30, 2020, the Company had
borrowed in respect of its costs and expenses a total of $300,000 in the aggregate (which is included in related party loans in
the accompanying condensed consolidated balance sheet).
||the aggregate principal amount of approximately $979,000, to the Seller (including $100,000
provided to the Company for working capital). Borrowings under the Seller Note will bear interest at a rate equal to the 1-month
USD LIBOR interest rate, plus 1.5%. The Seller Note was issued in connection with the approval by the Company’s stockholders
of the Extension Amendment. In connection with the Extension Amendment, stockholders elected to redeem 694,820 shares of the Company’s
Class A common stock, par value $0.0001 per share, issued in the Company’s initial public offering (the “public shares”),
and 29,305,180 public shares remained issued and outstanding at that time following such redemptions. Accordingly, consistent with
the Company’s proxy materials relating to the special meeting, on or about October 23, 2019, the Company made a cash contribution
to the Trust Account in an amount equal to $0.03 for each public share that was not redeemed in connection with the stockholder
approval of the Extension Amendment for the initial extension through December 21, 2019, which equaled an aggregate amount of approximately
$979,000 (including $100,000 provided to Company for costs and expenses). On December 17, 2019, in connection with the Company’s
extension of the date by which the Company has to consummate a business combination from December 21, 2019, to January 21, 2020,
the Company issued an amended and restated note (the “Amended Seller Note”) to the Seller that amended and restated
the Seller Note and received the second Seller Loan from the Seller. Borrowings under the Amended Seller Note will continue to
bear interest at a rate equal to the 1 month USD LIBOR interest rate, plus 1.5% accruing from the date of the applicable borrowings.
Subsequent to December 31, 2019, the Company has extended the date by which it has to consummate a business combination from January
21, 2020 to February 20, 2020, from February 20, 2020 to March 21, 2020, from March 21, 2020 to April 20, 2020 and from April 20,
2020 to May 20, 2020. In connection with each of the first three extensions, the Seller loaned $979,155.40 to the Company under
the Amended Seller Note. Additionally, in connection with the remaining extensions, the Seller loaned $879,155.40 for each extension.
As a result, Seller has loaned to the Company a total of $5,574,932.40 at September 30, 2020 (six loans), and a total of $1,958,310.80
at December 31, 2019 (two loans).
|Business combination, description
||In addition, the Company has made additional contributions of $0.03 per outstanding public share for each period of the extension
by the Company at its option and/or at the Seller’s request. The Seller has so far made contributions of $979,155.40 for
each of the first three extensions, and $879,155.40 for each of the fourth, fifth and sixth extensions at September 30, 2020, for
contributions of a total aggregate amount of $5,574,932. If the Company’s board of directors determines that the Company
will not be able to consummate an initial business combination by the Extended Date, the Company’s board of directors would
wind up our affairs and redeem 100% of the outstanding public shares.
|Second extension description
||stockholders elected to redeem 23,182,481 Class A common shares at approximately $10.46 per share for an aggregate of
approximately $242,423,000 withdrawn from the trust account. In addition, in connection with the May 2020 Extension Agreement,
the Company agreed to make a cash contribution (“Contribution”) to the trust account at the closing of a business combination
in an amount equal to $0.02 for each public share that was not redeemed in connection with the stockholder approval of the Extension
Amendment for each month of the Extension (or approximately $122,400.00 per month after giving effect to redemptions). The Contribution
will not accrue interest and the aggregate amount of the Contribution will be calculated and paid in full at the closing from the
proceeds of the business combination. Since this potential payment is contingent upon the closing of a business combination, no
accrual of a liability has been made at September 30, 2020 and any payment will be reflected upon the closing of a business combination
if there is such a closing.