30,000,000 Units One Madison Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2018 • One Madison Corp • Blank checks • New York
One Madison Corporation 23 East 22nd Street, 53rd Floor New York, New York 10010Securities Subscription Agreement • October 13th, 2017 • One Madison Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on July 18, 2017 by and between One Madison Group LLC, a Delaware limited liability company (the “Subscriber” or “you”), and One Madison Corporation, a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), subject to forfeiture by you (i) if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not exercise their over-allotment option in full (the “Over-allotment Option”) and/or (ii) if the total number of Units offered and sold in the IPO (including any Units issued following exercise of the Over-allotment Option by the Underwriters) is less than 34,500,000 Units. The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 5th, 2018 • One Madison Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT is entered into as of [●], 2018 (as it may from time to time be amended, this “Agreement”), by and between One Madison Corporation, a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • January 22nd, 2018 • One Madison Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 17, 2018, is by and between One Madison Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnification Agreement • January 22nd, 2018 • One Madison Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 17, 2018, by and between ONE MADISON CORPORATION, a Cayman Islands exempted company (the “Company”), and Thomas F. Corley (“Indemnitee”).
Underwriting AgreementUnderwriting Agreement • May 28th, 2021 • Ranpak Holdings Corp. • Converted paper & paperboard prods (no contaners/boxes) • New York
Ranpak Holdings Corp. a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,500,000 shares and, at the election of the Underwriters, up to 750,000 additional shares of Class A common stock, par value $0.0001 per share (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of 500,000 shares. The aggregate of 5,000,000 shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 750,000 additional shares to be sold by the Company is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are he
UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2019 • Ranpak Holdings Corp. • Converted paper & paperboard prods (no contaners/boxes) • New York
The undersigned, Ranpak Holdings Corp., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Craig-Hallum Capital Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 5th, 2018 • One Madison Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of [ ], 2018 by and between One Madison Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, located at 1 State Street, 30th Floor, New York, New York 10004 (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2018 • One Madison Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2018 is made and entered into by and among One Madison Corporation, a Cayman Islands exempted company (the “Company”), One Madison Group LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Ranpak Holdings Corp. Dealer Manager and Solicitation Agent AgreementDealer Manager and Solicitation Agent Agreement • August 6th, 2020 • Ranpak Holdings Corp. • Converted paper & paperboard prods (no contaners/boxes) • New York
Ranpak Holdings Corp., a company incorporated under the laws of Delaware (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding warrants (as set forth in the Prospectus) (the “Warrants”) in exchange for consideration consisting of 0.22 shares of Class A Common Stock (the “Shares”) for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 21 hereof.
FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • June 6th, 2019 • Ranpak Holdings Corp. • Plastics foam products • Delaware
FIRST LIEN CREDIT AGREEMENT, dated as of June 3, 2019 (this “Agreement”), by and among RANGER PLEDGOR LLC, a Delaware limited liability company (“Initial Holdings”), RANGER PACKAGING LLC, a Delaware limited liability company (the “Initial U.S. Borrower”), Ranpak B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands whose registered office is at Sourethweg 4-6 De Beitel, 6422 PC Heerlen and its statutory seat (statutaire zetel) in Heerlen, the Netherlands, registered with the Netherlands Chamber of Commerce under number 14044192 (the “Initial Dutch Borrower”), the Lenders and Issuing Banks from time to time party hereto, and Goldman Sachs Lending Partners LLC (“GSLP”), in its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 13th, 2017 • One Madison Corp • Blank checks • Delaware
This Forward Purchase Agreement (this “Agreement”) is entered into as of [ ], between One Madison Corporation, a Cayman Islands exempted company (the “Company”), the party listed as the purchaser on the signature page hereof (the “Purchaser”) and, solely for the purposes of Section 7 hereof, One Madison Group LLC (the “Sponsor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2018 • One Madison Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 17, 2018 is made and entered into by and among One Madison Corporation, a Cayman Islands exempted company (the “Company”), One Madison Group LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • June 6th, 2023 • Ranpak Holdings Corp. • Converted paper & paperboard prods (no contaners/boxes) • New York
FIRST LIEN CREDIT AGREEMENT, dated as of June 3, 2019 (this “Agreement”), by and among RANGER PLEDGOR LLC, a Delaware limited liability company (“Initial Holdings”), RANPAK CORP., an Ohio corporation (as successor by merger to RANGER PACKAGING LLC, a Delaware limited liability company) (the “Initial U.S. Borrower”), Ranpak B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands whose registered office is at Sourethweg 4-6 De Beitel, 6422 PC Heerlen and its statutory seat (statutaire zetel) in Heerlen, the Netherlands, registered with the Netherlands Chamber of Commerce under number 14044192 (the “Initial Dutch Borrower”), the Lenders and Issuing Banks from time to time party hereto, and Goldman Sachs Lending Partners LLC (“GSLP”), in its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 22nd, 2018 • One Madison Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of January 17, 2018 by and between One Madison Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, located at 1 State Street, 30th Floor, New York, New York 10004 (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 22nd, 2018 • One Madison Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT is entered into as of January 17, 2018 (as it may from time to time be amended, this “Agreement”), by and between One Madison Corporation, a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 22nd, 2018 • One Madison Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT is entered into as of January 17, 2018 (as it may from time to time be amended, this “Agreement”), by and between One Madison Corporation, a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 6th, 2020 • Ranpak Holdings Corp. • Converted paper & paperboard prods (no contaners/boxes) • New York
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of August 6, 2020 by and among Ranpak Holdings Corp. (the “Company”) and the holder listed on Schedule A hereto (the “Forward Purchase Warrant Holder”).
AMENDMENT NO. 1 TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • January 5th, 2018 • One Madison Corp • Blank checks • Delaware
This first amendment (the “Amendment”) to that certain Forward Purchase Agreement (the “Agreement”) entered into as of October 5, 2017, between One Madison Corporation, a Cayman Islands exempted company (the “Company”), the party listed as the purchaser on the signature page hereof (the “Purchaser”) and, solely for the purposes of Section 7 of the Agreement, One Madison Group LLC (the “Sponsor”), is entered into as of [__], 2017 pursuant to Section 10(l) of the Agreement. Capitalized terms that are used herein, except as otherwised defined herein, shall have the meanings ascribed to them in the Agreement. In consideration of the mutual promises and covenants contained herein, the Company, the Sponsor and the Purchaser hereby agree as follows:
FORM OF RANPAK HOLDINGS CORP. 2019 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 17th, 2020 • Ranpak Holdings Corp. • Converted paper & paperboard prods (no contaners/boxes) • Delaware
THIS AGREEMENT (the “Agreement”) is made and effective as of [ , 2020] (the “Date of Grant”) by and between Ranpak Holdings Corp., a Delaware corporation (with any successor, the “Company”), and [•] (the “Participant”) pursuant to the Ranpak Holdings Corp. 2019 Equity Incentive Plan (as it may be amended from time to time, the “Plan”). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.
FORM OF AMENDED AND RESTATED REALLOCATION AGREEMENTReallocation Agreement • December 13th, 2018 • One Madison Corp • Blank checks • Delaware
This Amended and Restated Reallocation Agreement (this “Agreement”) is entered into as of December 12, 2018, between One Madison Corporation, a Cayman Islands exempted company (the “Company”), and the parties set forth on the signature pages hereto (the “Investors”).
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • December 13th, 2018 • One Madison Corp • Blank checks • New York
This Amended and Restated Voting Agreement (this “Agreement”) is entered into as of December 12, 2018, between One Madison Corporation, a Cayman Islands exempted company (the “Company”), BSOF Master Fund L.P., a Cayman Islands exempted limited partnership (“BSOF I”), and BSOF Master Fund II L.P., a Cayman Islands exempted limited partnership (“BSOF II” and, together with BSOF I, the “BSOF Entities”).
ONE MADISON CORPORATIONAdministrative Services Agreement • January 22nd, 2018 • One Madison Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and between One Madison Corporation (the “Company”) and One Madison Group LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF [AMENDED AND RESTATED] SUBSCRIPTION AGREEMENTSubscription Agreement • December 13th, 2018 • One Madison Corp • Blank checks • Delaware
This [Amended and Restated] Subscription Agreement (this “Agreement”) is entered into as of December 12, 2018, between One Madison Corporation, a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
One Madison Corporation 3 East 28th Street, 8th Floor New York, New York 10016 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • January 22nd, 2018 • One Madison Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among One Madison Corporation, a Cayman Islands exempted company (the “Company”), Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 30,000,000 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 13th, 2018 • One Madison Corp • Blank checks • New York
This Assignment and Assumption Agreement, dated as of December 12, 2018 (this “Agreement”), is made by and among Omar Asali (the “Assignor”), Gerard Griffin (the “Assignee”) and One Madison Corporation, a Cayman Islands exempted company (the “Company”).
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • February 19th, 2020 • Ranpak Holdings Corp. • Converted paper & paperboard prods (no contaners/boxes) • New York
This AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT (“Amendment”) entered into and effective as of February 14, 2020 (the “Amendment No. 1 Effective Date”) is by and among Ranger Packaging LLC, a Delaware limited liability company (the “U.S. Borrower”), Ranpak B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands whose registered office is at Sourethweg 4-6 De Beitel, 6422 PC Heerlen and its statutory seat (statutaire zetel) in Heerlen, the Netherlands, registered with the Netherlands Chamber of Commerce under number 14044192 (the “Dutch Borrower”; the U.S. Borrower and the Dutch Borrower, the “Borrowers”), Ranger Pledgor LLC, a Delaware limited liability company (“Holdings”) and the other Loan Parties, the lenders party hereto and Goldman Sachs Lending Partners LLC (the “Administrative Agent”).
One Madison Corporation 3 East 28nd Street, 8rd Floor New York, New York 10016Securities Subscription Agreement • January 5th, 2018 • One Madison Corp • Blank checks • New York
This first amendment (the “Amendment”) to that certain Securities Subscription Agreement (the “Agreement”) entered into on July 18, 2017 by and between One Madison Group LLC, a Delaware limited liability company (the “Subscriber” or “you”), and One Madison Corporation, a Cayman Islands exempted company (the “Company”, “we” or “us”) is made on the date hereof pursuant to Section 6.4 of the Agreement. Capitalized terms that are used herein, except as otherwised defined herein, shall have the meanings ascribed to them in the Agreement. In consideration of the mutual promises and covenants contained herein, the Company and the Subscriber agree as follows:
PERMITTED EXIT PAYMENT AMENDMENTPermitted Exit Payment Amendment • July 29th, 2021 • Ranpak Holdings Corp. • Converted paper & paperboard prods (no contaners/boxes)
PERMITTED EXIT PAYMENT AMENDMENT, dated as of July 28, 2021 (this “Permitted Exit Payment Amendment”) to the First Lien Credit Agreement dated as of June 3, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “First Lien Credit Agreement”), by and among, Ranger Pledgor LLC, a Delaware limited liability company (“Holdings”), Ranpak Corp., an Ohio corporation (the “U.S. Borrower”), Ranpak B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands (the “Dutch Borrower”), the Lenders and Issuing Banks from time to time party thereto, and Goldman Sachs Lending Partners LLC, in its capacities as administrative agent and collateral agent for the Lenders.
STRATEGIC PARTNERSHIP AGREEMENTStrategic Partnership Agreement • January 5th, 2018 • One Madison Corp • Blank checks • New York
This Strategic Partnership Agreement (this “Agreement”) is entered into as of December 15, 2017, between One Madison Corporation, a Cayman Islands exempted company (the “Company”), BSOF Master Fund L.P., a Cayman Islands exempted limited partnership (“BSOF I”), BSOF Master Fund II L.P., a Cayman Island exempted limited partnership (“BSOF II”, and together with BSOF I, the “BSOF Entities”) and One Madison Group LLC (the “Sponsor”).
RANPAK HOLDINGS CORP. 2019 OMNIBUS INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Restricted Stock Unit Award Agreement • June 6th, 2019 • Ranpak Holdings Corp. • Plastics foam products • Delaware
THIS AGREEMENT (the “Agreement”) is made and effective as of June 3, 2019 (the “Date of Grant”) by and between Ranpak Holdings Corp., a Delaware corporation (with any successor, the “Company”), and Trent Meyerhoefer (the “Participant”) pursuant to the Ranpak Holdings Corp. 2019 Equity Incentive Plan (as it may be amended from time to time, the “Plan”). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 15th, 2019 • One Madison Corp • Plastics foam products
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT dated as of May 14, 2019 (this “Amendment”) by and among One Madison Corporation, a Cayman Islands exempted company (“Buyer”), Rack Holdings L.P., a Delaware limited partnership (“Seller”), and Rack Holdings Inc., a Delaware corporation (“Company”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 6th, 2020 • Ranpak Holdings Corp. • Converted paper & paperboard prods (no contaners/boxes) • New York
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of August 6, 2020 by and among Ranpak Holdings Corp. (the “Company”) and each of the persons listed on Schedule A hereto (collectively, the “Forward Purchase Warrant Holders,” and each a “Forward Purchase Warrant Holder”).
CONSENTConsent • December 13th, 2018 • One Madison Corp • Blank checks • Delaware
This Amended and Restated Consent (this “Consent”) is delivered as of December 12, 2018 by each of the persons set forth on the signature pages hereto (the “Consenting Forward Contract Parties”).
Ranpak Holdings Corp. August 9, 2019Separation Agreement • August 13th, 2019 • Ranpak Holdings Corp. • Plastics foam products • Ohio
