Exhibit 10.1

One Madison Corporation
3 East 28nd Street, 8rd Floor

New York, New York 10016

May 13, 2019

One Madison Group LLC
23 East 22nd Street, 53rd Floor

New York, New York 10010

This second amendment (this “ Amendment ”) to that certain Securities Subscription Agreement (the “ Agreement ”) entered into on July 18, 2017, as amended on December 1, 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 otherwise 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 (subject to the last sentence of this Amendment):

(a) First 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 tenth anniversary following the consummation of such Business Combination (the “ Earnout End Date ”), unless (a) 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 $15.00 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 (b) 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 or any transaction involving a consolidation, merger, proxy contest, tender offer or similar transaction in which the Company is the surviving entity which results in a change in the majority of our board of directors or management team or the company’s stockholders immediately prior to such transaction ceasing to own a majority of the surviving entity immediately after such transaction (each a “ First 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 or Class C ordinary shares into which such Shares have converted) equal to 50.0% of the 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), or 3,397,500 Shares (the “ First Earnout Shares ”).

(a) Second Earnout . During the period commencing on the date that a Business Combination is consummated through the Earnout End Date, unless (a) 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 $17.00 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 (b) 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 or any transaction involving a consolidation, merger, proxy contest, tender offer or similar transaction in which the Company is the surviving entity which results in a change in the majority of our board of directors or management team or the company’s stockholders immediately prior to such transaction ceasing to own a majority of the surviving entity immediately after such transaction (each a “ Second Earnout Condition ”), on 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 or Class C ordinary shares into which such Shares have converted) equal to 50.0% of the 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), or 3,397,500 Shares (the “ Second Earnout Shares ”).

(d) Dividends . The First Earnout Shares and the Second Earnout Shares (including any Class A ordinary shares or Class C ordinary shares into which such shares have converted) will not participate in cash dividends or other cash distributions payable to holders of the ordinary shares of the Company prior to the date on which one or more of the First Earnout Conditions or the Second Earnout Conditions, respectively, has been satisfied, whereupon the Company shall promptly pay to the Subscriber in respect of the First Earnout Shares or the Second Earnout Shares (including any Class A ordinary shares or Class C ordinary shares into which such shares have converted), as applicable, all cash dividends and cash distributions paid on the ordinary shares of the Company after the Ranpak Business Combination as if they had been holders of record entitled to receive distributions on the applicable record date.

(c) Redemption of Public Shares . In the event that any of the Shares held by the Subscriber are forfeited to the Company as a result of the redemption of the Company’s Class A Shares in connection with the shareholder vote to approve the Business Combination, such forfeitures will reduce first, the Second Earnout Shares and next, the First Earnout Shares.

5.4 “ Subscriber Lock-up . The Subscriber agrees that it shall not (and shall cause any employees of the Subscriber and/or the Company to whom the Subscriber Transfers Shares not to) Transfer any (i) First Earnout Shares until the earlier of (A) the date on which one or more of the First Earnout Conditions has been satisfied and (B) the Earnout Forfeiture Date and (ii) Second Earnout Shares until the earlier of (A) the date on which one or more of the Second Earnout Conditions has been satisfied and (B) the Earnout Forfeiture Date, unless the transferee enters into a written agreement for the benefit of the Company, in a form reasonably acceptable to the Company, agreeing to be bound by the terms of this Agreement.”

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.

If the Stock Purchase Agreement referenced above is terminated prior to the consummation of the Business Combination, this Amendment shall automatically be deemed null and void ab initio .

[ Signature Page Follows ]

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

Accepted and agreed as of the date first written above.

Exhibit 10.2

ANCHOR EARNOUT AGREEMENT

This Anchor Earnout Agreement (this “ Agreement ”) dated as of May 13, 2019, is entered into among One Madison Corporation, a Cayman Islands exempted company (the “ Company ”), and the parties listed on the signature pages hereto (the “ Investors ”). Any capitalized term used in this Agreement and not otherwise defined shall have the meaning ascribed thereto in the Forward Purchase Agreement (as defined below).

Recitals

WHEREAS, pursuant to that certain Stock Purchase Agreement, dated December 12, 2018 (as amended from time to time, the “ Stock Purchase Agreement ”), by and among the Company, Rack Holdings L.P., a Delaware limited partnership (“ Seller ”), and Rack Holdings, Inc., a Delaware corporation (“ Rack Holdings ”), the Company will acquire from Seller all of the issued and outstanding shares of capital stock of Rack Holdings on the terms and subject to the conditions set forth therein (the “ Ranpak Business Combination ”);

WHEREAS, in connection with the closing of the Ranpak Business Combination, the Company and its sponsor, One Madison Group, LLC (“ Sponsor ”), entered into a second amendment (the “ Sponsor Earnout Amendment ”), dated March 13, 2019, to that certain Securities Subscription Agreement, dated July 18, 2017, as amended on December 1, 2017 (the “ Securities Subscription Agreement ”), by and between the Company and Sponsor, pursuant to which Sponsor agreed to certain modifications with respect to the earnout provision that applies to the Class B ordinary shares, par value $0.0001 per share (the “ Founder Shares ” or the “ Class B Shares ”), it holds pursuant to the Securities Subscription Agreement;

WHEREAS, certain investors (the “ anchor investors ”) previously entered into Forward Purchase Agreements (the “ Forward Purchase Agreements ”) with the Company, pursuant to which, among other things, the Company issued to the anchor investors a total of 3,750,000 Class B Shares (the “ Anchor Investor Class B Shares ”);

WHEREAS, the Anchor Investor Class B Shares were reallocated among the anchor investors and certain other investors pursuant to the Reallocation Agreement (the “ Reallocation Agreement ”), dated December 12, 2018, by and among the Company and the other parties thereto;

WHEREAS, Section 6(b) of the Forward Purchase Agreements and Section 1(f) of the Reallocation Agreement provide that if, in connection with the closing of the Ranpak Business Combination, the Sponsor agrees to forfeit any Class B Shares to the Company at no cost or subject its Class B Shares to contractual terms or restrictions, then, upon the prior consent of the anchor investors that have committed to purchase more than 50% of the Total Forward Purchase Shares, the holders of the Anchor Investor Class B Shares agree to similarly forfeit, subject, convert or modify all Anchor Investor Class B Shares;

WHEREAS, the Investors have subscribed for a majority of the Total Forward Purchase Shares;

WHEREAS, by entering into this Agreement, the Investor desires to consent and agree to a potential forfeiture of the Anchor Investor Class B Shares and to subject the Anchor Investor Class B shares to contractual terms and restrictions; and

WHEREAS, upon the effectiveness of this Agreement, all Anchor Investor Class B Shares will be subject to the earnout conditions set forth herein.

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Agreement

1. Potential Forfeiture

(a) During the period commencing on the date that Ranpak Business Combination is consummated through the tenth anniversary following the consummation of the Ranpak Business Combination (the “ Earnout End Date ”), unless (a) 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 (b) the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all or substantially all of its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property or any transaction involving a consolidation, merger, proxy contest, tender offer or similar transaction in which the Company is the surviving entity which results in a change in the majority of our board of directors or management team or the Company’s stockholders immediately prior to such transaction ceasing to own a majority of the surviving entity immediately after such transaction (each an “ Earnout Condition ”), on the Earnout End Date or promptly thereafter (the “ Earnout Forfeiture Date ”), the Investors acknowledge and agree that they shall surrender for no consideration any and all rights to all Anchor Investor Class B Shares (including any Class A ordinary shares or Class C ordinary shares into which such shares have converted) held by the Investors. The Anchor Investor Class B Shares (including any Class A ordinary shares or Class C ordinary shares into which such shares have converted) will not participate in cash dividends or other cash distributions payable to holders of the ordinary shares of the Company prior to the date on which one or more of the Earnout Conditions has been satisfied, whereupon the Company shall promptly pay to the holders of the Anchor Investor Class B Shares (including any Class A ordinary shares or Class C ordinary shares into which such shares have converted) all cash dividends and cash distributions paid on the ordinary shares of the Company after the Ranpak Business Combination as if they had been holders of record entitled to receive distributions on the applicable record date.

(b) Lock-Up . The Investors agrees that they shall not Transfer any Anchor Investor Class B Shares (including any Class A ordinary shares or Class C ordinary shares into which such shares have converted) 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, unless the transferee enters into a written agreement for the benefit of the Company, in a form reasonably acceptable to the Company, agreeing to be bound by the terms of this Agreement.

(c) 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 Anchor Investor Class B 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 Anchor Investor Class B Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise.

2. Representations and Warranties of the Investors . Each Investor represents and warrants to each other Investor and the Company as follows, as of the date hereof:

(a) Organization and Power . If an entity, such Investor is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation (if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

(b) Authorization . Such Investor has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by such Investor, will constitute the valid and legally binding obligation of the Investor, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(c) Governmental Consents and Filings . No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Investor in connection with the consummation of the transactions contemplated by this Agreement.

(d) Compliance with Other Instruments . The execution, delivery and performance by such Investor of this Agreement and the consummation by such Investor of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of any federal or state statute, rule or regulation applicable to such Investor, in each case (other than clause (i)), which would have a material adverse effect on such Investor or its ability to consummate the transactions contemplated by this Agreement.

3. Representations and Warranties of the Company . The Company represents and warrants to the Investors as follows:

(a) Organization and Corporate Power . The Company is an exempted company duly incorporated and validly existing and in good standing as an exempted company under the laws of the Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company has no subsidiaries.

(b) Authorization . The Company has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(c) Governmental Consents and Filings . Assuming the accuracy of the representations and warranties made by the Investors in this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act, and applicable state securities laws.

(d) Compliance with Other Instruments . The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its Charter (as defined below) or other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of any federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.

4. General Provisions .

(a) Notices . All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: One Madison Corporation, 3 East 28 ^th Street, 8 ^th Floor, New York, New York 10016, Attn: David Murgio, Secretary, email: dmurgio@onemadisongroup.com, with a copy to the Company’s counsel at: Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, Attn: Deanna L. Kirkpatrick, Esq., email: deanna.kirkpatrick@davispolk.com, fax: (212) 701-5135, and John B. Meade, Esq., email: john.meade@davispolk.com, fax: (212) 701-5077, and Lee Hochbaum, Esq., email: lee.hochbaum@davispolk.com, fax (212) 701-5736.

All communications to an Investor shall be sent to such Investor’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 4(a).

(b) Survival of Representations and Warranties . All of the representations and warranties contained herein shall survive the Closing.

(c) Entire Agreement . This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, 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.

(d) Successors . All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(e) Assignments . Except as otherwise specifically provided herein, 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.

(f) Counterparts . This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

(g) Headings . The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

(h) Governing Law . 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 Delaware, without giving effect to its choice of laws principles.

(i) Jurisdiction . The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

(j) Waiver of Jury Trial . The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.

(k) Amendments . This Agreement may not be amended, modified or waived as to any particular provision, except with the written consent of the Company and each Investor.

(l) Severability . The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

(m) Expenses . Each of the Company and each Investor will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for any fees of its transfer agent, stamp taxes and all of The Depository Trust Company’s fees associated with the Reallocations and issuance of the securities issuable upon conversion or exercise of the Class B Shares or the Warrants.

(n) Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to such law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “ include ,” “ includes ,” and “ including ” will be deemed to be followed by “ without limitation .” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “ this Agreement ,” “ herein ,” “ hereof ,” “ hereby ,” “ hereunder ,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.

(o) Waiver . No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.

(p) Confidentiality . Except as may be required by law, regulation or applicable stock exchange listing requirements, unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.

(q) Specific Performance . Each Investor agrees that irreparable damage would occur in the event that any provision of this Agreement was not performed by such Investor in accordance with the specific terms hereof or was otherwise breached, and that money damages or legal remedies would not be an adequate remedy for any such damages. Therefore, it is accordingly agreed that the Company shall be entitled to enforce specifically the terms and provisions of this Agreement, or to enforce compliance with, the covenants and obligations of such Investor, in any court of competent jurisdiction, and appropriate injunctive relief shall be granted in connection therewith. The Company, in seeking an injunction, a decree or order of specific performance, shall not be required to provide any bond or other security in connection therewith and any such remedy shall be in addition and not in substitution for any other remedy to which the Company is entitled at law or in equity.

[Signature page follows]

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

INVESTOR :

[ Signature Page to Anchor Earnout Agreement ]

[ Signature Page to Anchor Earnout Agreement ]

Exhibit 10.3

EXECUTION VERSION

CONSENT
of
Holders of Class B shares

This CONSENT (this “ Consent ”), dated as of May 12, 2019, is entered into among the holders of Class B ordinary shares, par value $0.0001 per share (“ Class B Shares ”), of One Madison Corporation, a Cayman Islands exempted company (the “ Company ”), listed on the signature pages hereto (the “ Consenting Parties ”). Any capitalized term used in this Consent and not otherwise defined shall have the meaning ascribed thereto in the Charter (as defined below).

WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “ Business Combination ”);

WHEREAS, on December 12, 2018, the Company entered into a definitive agreement pursuant to which the Company will acquire from Rack Holdings L.P., a Delaware limited partnership, all of the issued and outstanding shares of capital stock of Rack Holdings Inc., a Delaware corporation (“ Ranpak ”), on the terms and subject to the conditions set forth therein (the “ Ranpak Business Combination ”);

WHEREAS, the Ranpak Business Combination will constitute a Business Combination;

WHEREAS, Section 4.2 of the Amended and Restated Memorandum and Articles of Association of the Company (the “ Charter ”) provides that on the first business day following the consummation of the Company’s initial Business Combination, the issued Class B Shares will automatically be converted into such number of Class A Shares (or Class C Shares, following a Class C Election as described in the Charter) as is equal to 25% of the sum of: (a) the total number of Class A Shares issued in the IPO (including pursuant to the Over-Allotment Option), plus (b) the sum of (i) the total number of Class A Shares and Class C Shares issued or deemed issued, or issuable upon the conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including Forward Purchase Shares, but not Forward Purchase Warrants), excluding any Class A Shares and/or Class C Shares or equity-linked securities exercisable for or convertible into Class A Shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of loans to the Company that may be made by Omar M. Asali or his affiliate, at his option, minus (ii) the total number of Public Shares repurchased pursuant to the IPO Redemption (the “ Anti-Dilution Rights ”);

WHEREAS, Article 11 of the Charter permits any rights attached to a class of share capital of the Company to be varied with the written consent of holders of at least two-thirds of the outstanding shares of such class;

WHEREAS, the Consenting Parties together hold at least two-thirds of the outstanding Class B Shares;

WHEREAS, in connection with the completion of the Ranpak Business Combination, the Company is entering into subscription agreements with certain purchasers pursuant to which, simultaneously with the closing of the Ranpak Business Combination, the Company will issue to such purchasers on a private placement basis a number of Class A Shares and/or Class C Shares in order to obtain additional equity financing for the closing of the Ranpak Business Combination (the “ Subscription Shares ”); and

WHEREAS, the Consenting Parties desire to waive the Anti-Dilution Rights with respect to the Subscription Shares such that the Subscription Shares are excluded from the determination of the number of Class A Shares (and/or Class C Shares following a Class C Election as described in the Charter) into which the Class B Shares convert pursuant to Section 4.2 of the Charter on the first business day following consummation of the Ranpak Business Combination.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein, and intending to be legally bound hereby, the Consenting Parties hereby agree as follows:

1. Effective upon the execution and delivery of this Consent, the Consenting Parties, on behalf of themselves and each other holder of Class B Shares, hereby irrevocably waive the Anti-Dilution Rights with respect to the Subscription Shares such that the Subscription Shares are excluded from the determination of the number of Class A Shares (and/or Class C Shares following a Class C Election as described in the Charter) into which the Class B shares convert pursuant to Section 4.2 of the Charter on the first business day following consummation of the Ranpak Business Combination.

2. Except as expressly provided in this Consent, all rights and privileges of the Class B Shares shall remain in full force and effect in accordance with the terms of the Charter and applicable law.

3. This Consent shall be governed by the laws of the Cayman Islands without regard to any conflict or choice of law provisions.

4. This Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Consent.

*   *   *   *   *

IN WITNESS WHEREOF, each of the undersigned has caused this Consent to be executed on its behalf by a duly authorized officer as of the day and year first above written.

[ Signature Page to Consent of Holders of Class B Shares ]

[ Signature Page to Consent of Holders of Class B Shares ]

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