Exhibit 10.16


 





EXECUTION VERSION







 


 





INDEMNITY AGREEMENT


 


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 William Drew (“Indemnitee”).


 


RECITALS


 


WHEREAS, highly
competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities
unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims
and actions against them arising out of their service to and activities on behalf of such corporations;


 


WHEREAS, the
board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary
and widespread practice among publicly traded corporations and other business enterprises, the Company believes that, given current
market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions.
At the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly
subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been
brought only against the Company or business enterprise itself. The Amended and Restated Memorandum and Articles of Association
of the Company provide for the indemnification of the officers and directors of the Company. Indemnitee may also be entitled to
indemnification pursuant to applicable Cayman Islands law. The Amended and Restated Memorandum and Articles of Association provide
that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered
into between the Company and members of the board of directors, officers and other persons with respect to indemnification, hold
harmless, exoneration, advancement and reimbursement rights;


 


WHEREAS, the
uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such
persons;


 


WHEREAS, the
Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company’s shareholders and that the Company should act to assure such persons that there will be increased certainty
of such protection in the future;


 


WHEREAS, it
is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and
to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue
to serve the Company free from undue concern that they will not be so protected against liabilities;


 


WHEREAS, this
Agreement is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association of the Company
and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights
of Indemnitee thereunder; and


 


WHEREAS, Indemnitee
may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve
in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company
on the condition that he or she be so indemnified;


 


NOW, THEREFORE,
in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:


 






     


     


    




 


TERMS AND CONDITIONS


 


1.      
SERVICES TO THE COMPANY. Indemnitee will serve or continue to serve as a director or officer of the Company for so
long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation. The foregoing notwithstanding,
this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director or officer of the Company,
as provided in Section ‎17.


 


2.      
DEFINITIONS. As used in this Agreement:


 


(a)    
References to “agent” shall mean any person who is or was a director, officer or employee of the
Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person
serving in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests
of the Company or a subsidiary of the Company.


 


(b)   
The terms “Beneficial Owner” and “Beneficial Ownership” shall have the
meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.


 


(c)    
 “Cayman Court” shall mean the courts of the Cayman Islands.


 


(d)   
A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this
Agreement of any of the following events:


 


(i)     
Acquisition of Shares by Third Party. Other than an affiliate of One Madison Group LLC (the “Sponsor”),
any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing
fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote
generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities
by any Person results solely from a reduction in the aggregate number of outstanding shares entitled to vote generally in the election
of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition
would not constitute a Change in Control under part (iii) of this definition;


 


(ii)   
Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director
whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two
thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election
was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute
at least a majority of the members of the Board;


 


(iii) 
Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination involving the Company and one or more businesses (a “Business Combination”),
in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were
the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities
of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership
immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2)
other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial
Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote
generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the
Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination
were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing
for such Business Combination;


 






    	 	2	 



     


    

 


(iv)  
Liquidation. The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement
or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other
than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the
Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or


 


(v)   
Other Events. There occurs any other event of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form)
promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement.


 


(e)    
“Companies Law” shall mean the Companies Law (2016 Revision) of the Cayman Islands, as amended
from time to time.


 


(f)     
“Corporate Status” describes the status of a person who is or was a director, officer, trustee,
general partner, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which
such person is or was serving at the request of the Company.


 


(g)   
“Disinterested Director” shall mean a director of the Company who is not and was not a party to
the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.


 


(h)   
“Enterprise” shall mean the Company and any other corporation, constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries)
is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee
is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee
or agent.


 


(i)     
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(j)     
“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature
whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs,
fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing
and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other
disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable
compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses
also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation
the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its
equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against
Indemnitee.


 


(k)   
References to “fines” shall include any excise tax assessed on Indemnitee with respect to any
employee benefit plan; references to “serving at the request of the Company” shall include any service as a director,
officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer,
employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted
in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries
of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the
Company” as referred to in this Agreement.


 


(l)     
“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience
in matters of corporation law and that neither presently is, nor in the past five years has been, retained to represent: (i) the
Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under
this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding giving
rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall
not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 






    	 	3	 



     


    

 


(m)  
The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange
Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries
of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary of the Company or of any corporation owned,
directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of
the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary
of the Company or of a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions
as their ownership of shares of the Company.


 


(n)   
The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration,
mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened
or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional
or unintentional tort claims), criminal, administrative or investigative nature, in which Indemnitee was, is, will or might be
involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason
of any action (or failure to act) taken by him or her or of any action (or failure to act) on his or her part while acting as a
director or officer of the Company, or by reason of the fact that he or she is or was serving at the request of the Company as
a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case
whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement,
or advancement of expenses can be provided under this Agreement.


 


(o)   
The term “Subsidiary,” with respect to any Person, shall mean any corporation or other entity
of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by
that Person.


 


3.      
INDEMNITY IN THIRD PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify,
hold harmless and exonerate Indemnitee in accordance with the provisions of this Section ‎‎‎3 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding, other than a Proceeding
by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant
to this Section ‎3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments,
liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable
in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually, and reasonably
incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company
and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.


 


4.      
INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the
Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section ‎4
if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by
or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to
this Section ‎4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually
and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests
of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section ‎4
in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the
Company, unless and only to the extent that any court in which the Proceeding was brought or the Cayman Court shall determine upon
application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnification, to be held harmless or to exoneration.


 






    	 	4	 



     


    

 


5.      
INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions
of this Agreement except for Section ‎27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate
Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any
claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify,
hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith.
If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law,
indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her or on his
or her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such
Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee
against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on
which Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter
in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue
or matter.


 


6.      
INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section
‎27, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to
which Indemnitee is not a party, he or she shall, to the fullest extent permitted by applicable law, be indemnified, held harmless
and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.


 


7.      
ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections ‎3,
‎4, or ‎5 and except for Section ‎27, the Company shall, to the fullest extent
permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be
made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against
all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration
rights shall be available under this Section ‎7(a) on account of Indemnitee’s conduct which constitutes
a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or
which involves intentional misconduct or a knowing violation of the law.


 


8.      
CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.


 


(a)    
To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights
provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu
of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee,
whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection
with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes
any right of contribution it may have at any time against Indemnitee.


 


(b)   
The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee
(or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted
against Indemnitee.


 


(c)    
The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which
may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.


 


9.      
EXCLUSIONS. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement
to make any indemnification, hold harmless or exoneration payment in connection with any claim made against Indemnitee:


 






    	 	5	 



     


    

 


(a)    
for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity
provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement,
other indemnity provision or otherwise;


 


(b)   
for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or
common law; or


 


(c)    
except as otherwise provided in Sections ‎14(e)-‎(f) hereof, prior to a Change in Control,
in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part
of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless
(i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the
indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under
applicable law.


 


10.   
ADVANCES OF EXPENSES; DEFENSE OF CLAIM.


 


(a)    
Notwithstanding any provision of this Agreement to the contrary except for Section ‎27, and to the fullest
extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee
to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the
Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding.
Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the
Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the
other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce
this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the
Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advance
to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions
of this Agreement, the Amended and Restated Memorandum and Articles of Association, applicable law or otherwise. This Section
‎10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration
payment is excluded pursuant to Section ‎9.


 


(b)   
The Company will be entitled to participate in the Proceeding at its own expense.


 


(c)    
The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment,
fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.


 


11.   
PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


(a)    
Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless
or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not
relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.


 


(b)   
Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance
with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate
in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement
to indemnification shall be determined according to Section ‎12(a) of this Agreement.


 






    	 	6	 



     


    

 


12.   
PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.


 


(a)    
A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall
be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote
of the Disinterested Directors, even though less than a quorum of the Board or (ii) by Independent Counsel in a written opinion
to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect
to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for
which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee
shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or
entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such
person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs
or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person,
persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.


 


(b)   
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section
‎12(a) hereof, the Independent Counsel shall be selected as provided in this Section ‎12(b). The
Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board),
and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and
certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section
‎2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice
to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel
so selected meets the requirements of “Independent Counsel” as defined in Section ‎2 of this Agreement.
In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection
shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided,
however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined in Section ‎2 of this Agreement, and the objection shall set
forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall
act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not
serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that
such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification
pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company
or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee
to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by
the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent
Counsel under Section ‎12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant
to Section ‎14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility
in such capacity (subject to the applicable standards of professional conduct then prevailing).


 


(c)    
The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless
such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto.


 


13.   
PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.


 


(a)    
In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making
such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted
a request for indemnification in accordance with Section ‎11(b) of this Agreement, and the Company shall have
the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination
contrary to that presumption. Neither the failure of the Company (including by its Disinterested Directors or Independent Counsel)
to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper
in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company
(including by its Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 






    	 	7	 



     


    

 


(b)   
If the person, persons or entity empowered or selected under Section ‎12 of this Agreement to determine
whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by
the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been
made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an
omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request
for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under
applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen
(15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith
requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.


 


(c)    
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and
in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to
any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


 


(d)   
For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s
action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied
to Indemnitee by the directors or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for
the Enterprise, its Board, any committee of the Board or any director, or on information or records given or reports made to the
Enterprise, its Board, any committee of the Board or any director, by an independent certified public accountant or by an appraiser
or other expert selected by the Enterprise, its Board, any committee of the Board or any director. The provisions of this Section
‎13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may
be deemed or found to have met the applicable standard of conduct set forth in this Agreement.


 


(e)    
The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, managing member, fiduciary,
agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.


 


14.   
REMEDIES OF INDEMNITEE.


 


(a)    
In the event that (i) a determination is made pursuant to Section ‎12 of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable
law, is not timely made pursuant to Section ‎10 of this Agreement, (iii) no determination of entitlement to indemnification
shall have been made pursuant to Section ‎12(a) of this Agreement within thirty (30) days after receipt by the
Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section ‎5,
‎6, ‎7 or the last sentence of Section ‎12(a) of this Agreement within
ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner
pursuant to Section ‎8 of this Agreement, (vi) payment of indemnification pursuant to Section ‎3
or ‎4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee
is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement
or otherwise is not made within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled
to an adjudication by the Cayman Court to such indemnification, hold harmless, exoneration, contribution or advancement rights.
Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant
to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. Except as set forth herein,
the provisions of Cayman Islands law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company
shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 






    	 	8	 



     


    

 


(b)   
In the event that a determination shall have been made pursuant to Section ‎12(a) of this Agreement that
Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section ‎14
shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by
reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section ‎14,
Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive advances of Expenses under
this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated
and to receive advances of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination
pursuant to Section ‎12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a
judicial proceeding or arbitration pursuant to this Section ‎14, Indemnitee shall not be required to reimburse
the Company for any advances pursuant to Section ‎10 until a final determination is made with respect to Indemnitee’s
entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 


(c)    
If a determination shall have been made pursuant to Section ‎12(a) of this Agreement that Indemnitee is
entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced
pursuant to this Section ‎14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification,
or (ii) a prohibition of such indemnification under applicable law.


 


(d)   
The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section
‎14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate
in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


(e)    
The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and,
if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee,
to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial
proceeding or arbitration brought by Indemnitee (i) to enforce his or her rights under, or to recover damages for breach of, this
Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Amended
and Restated Memorandum and Articles of Association now or hereafter in effect; or (ii) for recovery or advances under any insurance
policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined
to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as
the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).


 


(f)     
Interest shall be paid by the Company to Indemnitee at the legal rate under New York law for amounts which the Company indemnifies,
holds harmless or exonerates, or is obliged to indemnify, hold harmless or exonerate for the period commencing with the date on
which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses
and ending with the date on which such payment is made to Indemnitee by the Company.


 


15.   
SECURITY. Notwithstanding anything herein to the contrary, to the extent requested by Indemnitee and approved by
the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations
hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee,
may not be revoked or released without the prior written consent of Indemnitee.


 


16.   
 NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.


 


(a)    
The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Amended and Restated Memorandum and Articles of Association, any agreement,
a vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any
provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless
of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted
by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in
applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or
advancement of Expenses than would be afforded currently under the Amended and Restated Memorandum and Articles of Association
or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so
afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every
other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other right or remedy.


 






    	 	9	 



     


    

 


(b)   
The Companies Law and the Amended and Restated Memorandum and Articles of Association permit the Company to purchase and
maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund,
letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any
liability asserted against him or her or incurred by or on behalf of him or her or in such capacity as a director, officer, employee
or agent of the Company, or arising out of his or her status as such, whether or not the Company would have the power to indemnify
him or her against such liability under the provisions of this Agreement or under the Companies Law, as it may then be in effect.
The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights
and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and
delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the
Company or the other party or parties thereto under any such Indemnification Arrangement.


 


(c)    
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
trustees, partners, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person
serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms
to the maximum extent of the coverage available for any such director, officer, trustee, partner, managing member, fiduciary, employee
or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which
Indemnitee is a party or a participant (as a witness or otherwise), the Company has director and officer liability insurance in
effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in
the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on
behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.


 


(d)   
In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of
the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights,
including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


(e)    
The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is
or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or
agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless
or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement
to the contrary except for Section ‎27, (i) Indemnitee shall have no obligation to reduce, offset, allocate,
pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple
parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under
this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee
holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage
rights against any person or entity other than the Company.


 






    	 	10	 



     


    

 


17.   
DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period
Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, managing member, fiduciary,
employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which
Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible
Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section ‎14
of this Agreement) by reason of his or her Corporate Status, whether or not he or she is acting in any such capacity at the time
any liability or expense is incurred for which indemnification can be provided under this Agreement.


 


18.   
SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable
for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to
be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be
deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties
hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of
any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


19.   
ENFORCEMENT AND BINDING EFFECT.


 


(a)    
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on
it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.


 


(b)   
Without limiting any of the rights of Indemnitee under the Amended and Restated Memorandum and Articles of Association of
the Company as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between
the parties hereto with respect to the subject matter hereof.


 


(c)    
The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this
Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including
any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or
assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company
or of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse,
assigns, heirs, devisees, executors and administrators and other legal representatives.


 


(d)   
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had taken place.


 


(e)    
The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be
inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly,
the parties hereto agree that Indemnitee may enforce this Agreement by seeking, among other things, injunctive relief and/or specific
performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or
specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he or she may be entitled.
The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive relief,
including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds
or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may
be required of Indemnitee by the Court, and the Company hereby waives any such requirement of such a bond or undertaking.


 






    	 	11	 



     


    

 


20.   
MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed
in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


21.   
NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall
be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication
shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day
after the date on which it is so mailed:


 


(a)    
If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee
shall provide in writing to the Company.


 


(b)   
If to the Company, to:


 


One Madison Corporation


3 East 28th Street, 8th Floor


New York, New York 10016


 


or to any other address as may have been furnished to Indemnitee
in writing by the Company.


 


22.   
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed
by, and construed and enforced in accordance with, the laws of the State of New York, without regard to its conflict of laws rules.
Except with respect to any arbitration commenced by Indemnitee pursuant to Section ‎14(a) of this Agreement,
the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in
connection with this Agreement shall be brought only in the Cayman Court and not in any state or federal court in the United States
of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Cayman Court for purposes
of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue
of any such action or proceeding in the Cayman Court; and (d) waive, and agree not to plead or to make, any claim that any such
action or proceeding brought in the Cayman Court has been brought in an improper or inconvenient forum, or is subject (in whole
or in part) to a jury trial.


 


23.   
IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes
be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed
by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


24.   
MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.


 


25.   
PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right
of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration
of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished
and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that
if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.


 


26.   
ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or
other procedure is required, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or
adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 






    	 	12	 



     


    

 


27.   
WAIVER OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything contained herein to the contrary, Indemnitee hereby agrees
that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the
trust account established in connection with the Company’s initial public offering for the benefit of the Company and holders
of the Company’s securities issued in such offering (the “Trust Account”), and hereby waives any
Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse
against such Trust Account for any reason whatsoever. Accordingly, Indemnitee acknowledges and agrees that any indemnification
provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient funds outside of the Trust Account
to satisfy its obligations hereunder or (ii) the Company consummates an initial business combination.


 


[Signature Page Follows]


 




    	 	13	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.


 





	 	ONE MADISON CORPORATION
	 	By: 	/s/ Omar M. Asali
	 	 	Name:Omar M. Asali
	 	 	Title:Chairman and Chief Executive Officer
	 	 	 
	 	 	 
	 	INDEMNITEE
	 	By:	/s/ William Drew
	 	 	Name:William Drew







 


 


 


 


 





[Signature Page to Indemnity Agreement]