Exhibit 10.9


 


EXECUTION VERSION


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


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”).


 


WHEREAS, the Company intends
to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit
consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (a “Class A Ordinary Share”),
and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A Ordinary Share at an exercise
price of $11.50 per Class A Ordinary Share. The Purchaser has agreed to purchase the number of warrants set forth on the signature
page to this Agreement next to the line item “Total Number of Warrants Purchased” (the “Private Placement
Warrants”), each Private Placement Warrant entitling the holder to purchase one Class A Ordinary Share pursuant to
the Warrant Agreement (as defined below) at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization,
Purchase and Sale; Terms of the Private Placement Warrants.


 


A. Authorization of
the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to
the Purchaser.


 


B. Purchase and Sale
of the Private Placement Warrants. On or prior to the date of the consummation of the Public Offering (the “Closing
Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the
number of Private Placement Warrants set forth on the signature page to this Agreement next to the line item “Total Number
of Warrants Purchased” at a price of $1.00 per warrant for the aggregate purchase price set forth on the signature page to
this Agreement next to the line item “Aggregate Purchase Price” (the “Purchase Price”). The
Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company or an account designated
by the Company in accordance with the Company’s wiring instructions to be provided separately in advance of the Closing Date.
On the Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at the Purchaser’s option, shall
deliver a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser,
or effect such delivery in book-entry form.


 




     


     


    

  


C. Terms of the Private
Placement Warrants.


 


(i) Each Private Placement
Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection
with the Public Offering (a “Warrant Agreement”).


 


(ii) At the time of the
closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating
to the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants.


 


Section 2. Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private
Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive
each Closing Date) that:


 


A. Incorporation and
Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws
of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and
the Warrant Agreement.


 


B. Authorization;
No Breach.


 


(i) The execution, delivery
and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of each Closing
Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon
issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement
Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing
Date.


 


(ii) The execution and
delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants,
the issuance of the Class A Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance
with, the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or
result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any
lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or
(e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any
court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of Association
of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any
material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which
the Company is subject, except for any filings required after the date hereof under federal or state securities laws.


 




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C. Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in
the Company’s register of members, the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants will
be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms
hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good
title to the Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise of such Private Placement Warrants,
free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the
other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims
or encumbrances imposed due to the actions of the Purchaser.


 


D. Governmental Consents.
No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection
with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions
contemplated hereby.


 


E. Regulation D Qualification.
Neither the Company nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20%
or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”).


 


Section 3. Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the
Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive each Closing Date) that:


 


A. Organization and
Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.


 


B. Authorization;
No Breach.


 


(i) This Agreement constitutes
a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights
and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The execution and
delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not
and shall not as of the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 




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C. Investment Representations.


 


(i) The Purchaser is acquiring
the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Class A Ordinary Shares issuable upon
such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment
purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii) The Purchaser is an
“accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced
a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii) The Purchaser understands
that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements
of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the
Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv) The Purchaser did
not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule
502(c) under the Securities Act.


 


(v) The Purchaser has been
furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer
and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions
of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves
a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 


(vi) The Purchaser understands
that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation
or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such
authorities passed upon or endorsed the merits of the offering of the Securities.


 




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(vii) The Purchaser understands
that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and
may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance
on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company
nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or
to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the U.S. Securities
and Exchange Commission (“SEC”) has taken the position that promoters or affiliates of a blank check
company and their transferees, both before and after an initial business combination, are deemed to be “underwriters”
under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant
to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements
of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the
registration requirements of the Securities Act.


 


(viii) The Purchaser has
such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an
investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder for an indefinite period of time. The Purchaser has adequate means of providing for his, her or its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
in the Securities. The Purchaser can afford a complete loss of his, her or its investments in the Securities.


 


Section 4. Conditions
of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants
are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations and
Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of
each Closing Date as though then made.


 


B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before each Closing Date.


 


C. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D. Warrant Agreement.
The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to each of the Purchasers.


 


Section 5. Conditions
of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the
fulfillment, on or before each Closing Date, of each of the following conditions:


 




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A. Representations and
Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as
of each Closing Date as though then made.


 


B. Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchaser on or before each Closing Date.


 


C. Corporate Consents.
The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this
Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


E. Warrant Agreement.
The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6. Termination.
This Agreement may be terminated at any time after May 5, 2018 upon the election by either the Company or the Purchaser(s) entitled
to purchase a majority of the Private Placement Warrants upon written notice to the other parties if the closing of the Public
Offering does not occur prior to such date.


 


Section 7. Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.


 


Section 8. Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement
on Form S-1, as amended, that the Company has filed with the SEC, under the Securities Act.


 


Section 9. Miscellaneous.


 


A. Successors and Assigns.
Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any
of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than
assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).


 


B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 




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C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement.


 


D. Descriptive Headings;
Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by
limitation.


 


E. Governing Law.
This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York.


 


F. Amendments. This
Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all
parties hereto.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


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


 


	 	PURCHASER:
	 	 
	 	BSOF MASTER FUND II L.P.
	 	 
	 	By: Blackstone Strategic Opportunity Associates L.L.C., its general partner
	 	 	 
	 	By:	/s/ Peter Koffler
	 	 	Name:	Peter Koffler
	 	 	Title:	Authorized Person


  


	Total Number of Warrants Purchased:	 	 	78,400	 
	 	 	 	 	 
	Total Number of Over-allotment Warrants:	 	 	0	 
	 	 	 	 	 
	Total Number of Warrants Purchased (including Over-allotment)	 	 	78,400	 
	 	 	 	 	 
	Aggregate Purchase Price:	 	$	78,400.00	 
	 	 	 	 	 
	Aggregate Purchase Price of Over-allotment Warrants:	 	$	0	 
	 	 	 	 	 
	Class C Election	 	 		 



 


[Signature Page to Private Placement Warrants
Purchase Agreement]