0001193125-26-161509 Sample Contracts
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 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.
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”).
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”).
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.”
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”.
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