Exhibit 10.12


 


EXECUTION VERSION


 


One Madison Corporation

3 East 28nd Street, 8rd Floor


New York, New York 10016


 


December 1, 2017


One Madison Group LLC

3 East 28nd Street, 8rd Floor


New York, New York 10016


 


		RE:	Amendment No. 1 to the Securities Subscription Agreement



 


This first amendment
(the “Amendment”) to that certain Securities Subscription Agreement (the “Agreement”) 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”) is made on the date hereof pursuant to Section 6.4 of the Agreement. Capitalized
terms that are used herein, except as otherwised defined herein, shall have the meanings ascribed to them in the Agreement. In
consideration of the mutual promises and covenants contained herein, the Company and the Subscriber agree as follows:


 


The following provision
shall be added immediately after Section 3.3 in the Agreement:


 


“3.4           Earnout.
During the period commencing on the date that a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination between the Company and one or more businesses (a “Business Combination”) is
consummated through the fifth anniversary following the consummation of such Business Combination (the “Earnout End Date”),
unless the closing price of the Company’s Class A ordinary shares (or any successor class of common shares listed on The
New York Stock Exchange or The Nasdaq Stock Market) equals or exceeds $12.50 per share (as adjusted for share splits, dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period or the Company
completes a liquidation, merger, share exchange or other similar transaction that results in all of its common shareholders having
the right to exchange their common equity for consideration in cash, securities or other property which equals or exceeds $12.50
per share (as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) (each an “Earnout Condition”),
on the Earnout End Date or promptly thereafter (the “Earnout Forfeiture Date”), the Subscriber acknowledges and agrees
that it shall surrender for no consideration any and all rights to such number of Shares (including any Class A ordinary shares
into which such Shares are convertible) equal to 30.0% of the number of Shares held by the Subscriber immediately following the
Company’s IPO (after accounting for any forfeitures required pursuant to Section 3.2 hereto but assuming no exercise of the Over-allotment Option).”


 


The following provision
shall be added immediately after Section 5.4 in the Agreement:


 


“5.4           Subscriber
Lock-up. The Subscriber agrees that it shall not Transfer a number of Shares (including any Class A ordinary shares into which
such Shares are convertible) equal to 30.0% of the number of Shares held by the Subscriber immediately following the Company’s
IPO (after accounting for any forfeitures required pursuant to Section 3.2 hereto but assuming no exercise of the Over-allotment Option) until the earlier of (i) the
date on which one or more of the Earnout Conditions has been satisfied and (ii) the Earnout Forfeiture Date.


 


As used in this Agreement, “Transfer”
shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder) with
respect to, any of the Shares or (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any of the Shares, whether any such transaction is to be settled by delivery of such
Securities, in cash or otherwise.”


 




     

     


    

 


Upon and after the effectiveness of this
Amendment, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof” or words
of like import referring to the Agreement shall mean and be a reference to the Agreement as modified and amended hereby.


 


This Amendment may be executed in one or
more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such signature page were an original thereof.


 


This Amendment and the rights and obligations
of the parties hereunder shall be construed in accordance with and governed by the laws of New York applicable to contracts wholly
performed within the borders of such state, without giving effect to the conflict of law principles thereof.


 


This Amendment is the joint product of the
Subscriber and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of
such parties and shall not be construed for or against any party hereto.


 


[Signature Page Follows]


 




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If the foregoing accurately
sets forth our understanding and agreement, please sign the enclosed copy of this Amendment and return it to us.


 


	 	Very truly yours,
	 	 
	 	ONE MADISON CORPORATION
	 	 
	 	By:	/s/ Omar M. Asali
	 	 	Name:	Omar M. Asali
	 	 	Title:	Chief Executive Officer


 


Accepted and agreed as of the date first written above.


 


	ONE MADISON GROUP LLC	 
	 	 	 	 
	By:	/s/ Omar M. Asali 	 
	 	Name:	Omar M. Asali	 
	 	Title:	Sole Member