30,000,000 Units One Madison Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2018 • One Madison Corp • Blank checks • New York
INDEMNITY AGREEMENTIndemnity 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”).
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”).
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”).
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”).
ONE MADISON CORPORATIONLetter 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”):
One Madison Corporation 3 East 28th Street, 8th Floor New York, New York 10016 Re: Initial Public Offering Ladies and Gentlemen:Letter 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
