Exhibit 10.4


 


ONE MADISON CORPORATION


3 East 28th Street, 8th Floor

New York, New York 10016


 


January 17, 2018


 


One Madison Group LLC


23 East 22nd Street, 53rd Floor

New York, New York 10010


 


Re: Administrative Services
Agreement


 


Ladies and Gentlemen:


 


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”):


 


(1) The Sponsor shall make
available to the Company, at 3 East 28th Street, New York, New York 10016 (or any successor location of the Sponsor), certain office
space, secretarial support and administrative services as may be reasonably required by the Company. In exchange therefor, the
Company shall pay the Sponsor the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination
Date; and


 


(2) The Sponsor hereby
irrevocably waives any and all right, title, interest, causes of action and claims of any kind (each, a “Claim”)
in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit
of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s initial public
offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have
in the future as a result of, or arising out of, this Agreement, which Claim would reduce, encumber or otherwise adversely affect
the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment
or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This Agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby.


 




     


     


    

  


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


 


No party hereto may assign
either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other
party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer
or assign any interest or title to the purported assignee.


 


This Agreement, the entire
relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or
equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without
giving effect to its choice of law principles.


 


[Signature page follows]


  




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


 


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


 


[Signature Page to Administrative Services
Agreement]