Madison Air Solutions Corp Sample Contracts
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • March 9th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of June 21, 2021, is entered into by and among MADISON IAQ LLC, a Delaware limited liability company (the “Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, MADISON IAQ II LLC, a Delaware limited liability company (“Holdings”), the Lenders party hereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”).
LOCK-UP AGREEMENT Madison Air Solutions Corporation Lock-Up Agreement April 15, 2026Lock-Up Agreement • April 17th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip
MADISON IAQ LLC AND U.S. BANK NATIONAL ASSOCIATION, as Trustee 5.875% Senior Notes due 2029 INDENTURE Dated as of June 21, 2021Indenture • March 9th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip • New York
WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of (i) its 5.875% Senior Notes due 2029 issued on the date hereof (the “Initial Notes”) and (ii) any additional Notes (“Additional Notes” and, together with the Initial Notes, the “Notes”) that may be issued after the Issue Date.
LOCK-UP AGREEMENTLock-Up Agreement • May 12th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip
The undersigned understands that Madison Air Solutions Corporation, a Delaware corporation (the “Company”), is contemplating effecting a public offering (the “Public Offering”) of shares (the “Shares”) of the Class A common stock, par value $0.0000001 per share, of the Company (the “Class A Common Stock”) pursuant to a Registration Statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”). As used herein, the term “Common Stock” refers to shares of the Company’s Class A Common Stock, par value $0.0000001 per share as may be received by the undersigned pursuant to the Contribution and Exchange Agreement among the undersigned, the Company and Madison IAQ Holdings LLC dated as of April 15, 2026 (the "Contribution and Exchange Agreement") and any securities issued by the Company in connection therewith, whether as a dividend, in a stock split or otherwise.
MADISON AIR SOLUTIONS CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 15, 2026 among Madison Air Solutions Corporation, a Delaware corporation (the “Company”), Madison Industries Holdings LLC, a Delaware limited liability company (“Holdings”), certain entities managed or controlled by B-Flexion Fund Management (Jersey) Limited, a Jersey limited partnership (“Kedge” and together with such entities, the “Kedge Investors”), and each Person who executes a Joinder pursuant to the terms of this Agreement as an “Other Investor” (collectively, the “Other Investors”), a Holdings Member or a Distributed Holdings Investor. Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 16th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [●], 202[●] between Madison Air Solutions Corporation, a Delaware corporation (the “Company”), and [●] (the “Indemnitee”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 13 hereof.
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 6th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of [______], 2026 (the “Effective Date”), by and between Madison Industries International Holdings, LLC, a Delaware limited liability company (“Madison”), and Madison Air Solutions Corporation, a Delaware corporation (“Madison Air”). Madison and Madison Air may each be referred to herein individually as a “Party” and collectively as the “Parties”.
FORM OF LOCK-UP AGREEMENT Madison Air Solutions Corporation Lock-Up AgreementLock-Up Agreement • March 16th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • April 17th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of April 15, 2026, by and among Madison Air Solutions Corporation, a Delaware corporation (the “Company”), and Madison Industries Holdings LLC, a Delaware limited liability company (“Holdings”), an entity controlled by the Company’s founder, Larry W. Gies (the “Founder”). This Agreement shall be effective from the date hereof (the “Effective Date”).
TAX MATTERS AGREEMENT DATED AS OF [●], 2026 BY AND AMONG MADISON INDUSTRIES INTERNATIONAL HOLDINGS, LLC AND MADISON AIR SOLUTIONS CORPORATIONTax Matters Agreement • March 16th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [●], 2026, by and among Madison Industries International Holdings, LLC, a Delaware limited liability company (“RemainCo”), and Madison Air Solutions Corporation, a Delaware corporation (“Air PubCo”). RemainCo and Air PubCo are collectively referred to herein as the “Parties” and individually referred to herein as a “Party”.
Madison Air Solutions Corporation Class A Common Stock, par value $0.0000001 per share Underwriting AgreementUnderwriting Agreement • April 17th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip
Madison Air Solutions Corporation, 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 82,692,308 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 12,403,846 additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.0000001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
California Equity Commitment Letter ("ECL") From: Madison Solutions LLC 444 West Lake Street, Suite 4400, Chicago, Illinois 60606, United States of America ("Investor") To: Madison Air Solutions Corporation 444 West Lake Street, Suite 4460, Chicago,...Equity Commitment Letter • August 17th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip
AGREEMENTEmployment Agreement • March 9th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip • Wisconsin
THIS AGREEMENT, effective as of the 15th day of March, 2021, by and between RESEARCH PRODUCTS CORPORATION, a Wisconsin corporation (hereinafter referred to as the “Company”), and Dale R. Philippi (hereinafter referred to as “Employee.”)
TAX MATTERS AGREEMENT DATED AS OF APRIL 15, 2026 BY AND AMONG MADISON INDUSTRIES INTERNATIONAL HOLDINGS, LLC AND MADISON AIR SOLUTIONS CORPORATIONTax Matters Agreement • April 17th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of April 15, 2026, by and among Madison Industries International Holdings, LLC, a Delaware limited liability company (“RemainCo”), and Madison Air Solutions Corporation, a Delaware corporation (“Air PubCo”). RemainCo and Air PubCo are collectively referred to herein as the “Parties” and individually referred to herein as a “Party”.
SEPARATION AGREEMENTSeparation Agreement • April 17th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware
THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of April 15, 2026, by and among Madison Industries Holdings LLC, a Delaware limited liability company (“Holdings”), Madison Industries International Holdings LLC, a Delaware limited liability company (“MII”), Madison Industries US Holdings Corp, a Delaware corporation (“MIUS”), and Madison Air Solutions Corporation, a Delaware corporation (“Madison Air”). Holdings, MII, MIUS and Madison Air are collectively referred to herein as the “Parties”, and each a “Party.”
FORM OF GRANT AGREEMENT UNDER MADISON INDOOR AIR SOLUTIONS LLC EQUITY APPRECIATION PLANGrant Agreement • March 9th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip
This grant, and your rights with respect to the Award granted in this Agreement, are subject to the terms and provisions set forth in the Plan. In the event any questions or disputes arise regarding this grant or your Award, the terms of the Plan will govern.
FORM OF GRANT AGREEMENT UNDER THIRD AMENDED AND RESTATED MADISON INDOOR AIR SOLUTIONS CORPORATION EQUITY APPRECIATION PLANGrant Agreement • April 6th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip
This Agreement, and your rights with respect to your Award herein, are subject to the terms and provisions set forth in the Plan. If any questions or disputes arise regarding this Agreement or your Award, the terms of the Plan will govern.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 17th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of April 15, 2026 (the “Effective Date”), by and between Madison Industries International Holdings, LLC, a Delaware limited liability company (“Madison”), and Madison Air Solutions Corporation, a Delaware corporation (“Madison Air”). Madison and Madison Air may each be referred to herein individually as a “Party” and collectively as the “Parties”.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 16th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of [______], 2026 (the “Effective Date”), by and between Madison Industries International Holdings, LLC, a Delaware limited liability company (“Madison”), and Madison Air Solutions Corporation, a Delaware corporation (“Madison Air”). Madison and Madison Air may each be referred to herein individually as a “Party” and collectively as the “Parties”.
LOCK-UP AGREEMENT Madison Air Solutions Corporation Lock-Up Agreement April 15, 2026Lock-Up Agreement • April 17th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip
MADISON AIR SOLUTIONS CORPORATION FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March , 2026 among Madison Air Solutions Corporation, a Delaware corporation (the “Company”), Madison Industries Holdings LLC, a Delaware limited liability company (“Holdings”), certain entities managed or controlled by B-Flexion Fund Management (Jersey) Limited, a Jersey limited partnership (“Kedge” and together with such entities, the “Kedge Investors”), and each Person who executes a Joinder pursuant to the terms of this Agreement as an “Other Investor” (collectively, the “Other Investors”), a Holdings Member or a Distributed Holdings Investor. Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
FORM OF LOCK-UP AGREEMENT Madison Air Solutions Corporation Lock-Up AgreementLock-Up Agreement • March 16th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • March 16th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2026, by and among Madison Air Solutions Corporation, a Delaware corporation (the “Company”), and Madison Industries Holdings LLC, a Delaware limited liability company (“Holdings”), an entity controlled by the Company’s founder, Larry Gies (the “Founder”). This Agreement shall be effective from the date hereof (the “Effective Date”).
Madison Air Solutions Corporation Class A Common Stock, par value $0.0000001 per share Form of Underwriting AgreementUnderwriting Agreement • April 6th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip
Madison Air Solutions Corporation, 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 [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.0000001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
SEPARATION AGREEMENTSeparation Agreement • March 16th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware
THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of [______], 2026, by and among Madison Industries Holdings LLC, a Delaware limited liability company (“Holdings”), Madison Industries International Holdings LLC, a Delaware limited liability company (“MII”), Madison Industries US Holdings Corp, a Delaware corporation (“MIUS”), and Madison Air Solutions Corporation, a Delaware corporation (“Madison Air”). Holdings, MII, MIUS and Madison Air are collectively referred to herein as the “Parties”, and each a “Party.”
FOURTH AMENDMENT AND JOINDER AGREEMENT TO CREDIT AND GUARANTY AGREEMENTFourth Amendment and Joinder Agreement to Credit and Guaranty Agreement • March 9th, 2026 • Madison Air Solutions Corp • Industrial & commercial fans & blowers & air purifing equip • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of June 21, 2021, is entered into by and among MADISON IAQ LLC, a Delaware limited liability company (the “Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, MADISON IAQ II LLC, a Delaware limited liability company (“Holdings”), the Lenders party hereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”).