30,000,000 Units One Madison Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • January 5th, 2018 • One Madison Corp • Blank checks • New York
Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and
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 5th, 2018 • One Madison Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 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”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • January 5th, 2018 • One Madison Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, by and between ONE MADISON CORPORATION, a Cayman Islands exempted company (the “Company”), and _______________ (“Indemnitee”).
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”).
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:
ONE MADISON CORPORATIONAdministrative Services Agreement • January 5th, 2018 • One Madison Corp • Blank checks • New York
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 5th, 2018 • One Madison Corp • Blank checks • New York
This Assignment and Assumption Agreement, dated as of [•] (this “Agreement”), is made by and among JS Capital LLC, a Delaware limited liability company (the “Assignor”), Salil Seshadri (the “Assignee”) and One Madison Corporation, a Cayman Islands exempted company (the “Company”).
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:
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”).
AMENDMENT NO. 2 TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • January 5th, 2018 • One Madison Corp • Blank checks • Delaware
This second amendment (the “Amendment”) to that certain Forward Purchase Agreement (the “Agreement”) entered into as of October 5, 2017 and as amended by the first amendment thereto on December 15, 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 January 5, 2018 pursuant to Section 10(l) of the Agreement.
