One Madison Corporation 23 East 22nd Street, 53rd Floor New York, New York 10010One Madison Corp • October 13th, 2017 • 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:
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”).
One Madison Corporation 3 East 28th Street, 8th Floor New York, New York 10016 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 13th, 2017 • 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
