0001144204-16-095574 Sample Contracts

MP Acquisition I Corp.
Securities Subscription Agreement • April 21st, 2016 • MP Acquisition I Corp. • Blank checks • New York

We are pleased to accept the offer MP Acquisition Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares of Class F common stock (the “Shares”), $.0001 par value per share (the “Class F Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of MP Acquisition I Corp. a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:

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SPONSOR WARRANTS PURCHASE AGREEMENT
Sponsor Warrants Purchase Agreement • April 21st, 2016 • MP Acquisition I Corp. • Blank checks • Delaware

THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of April 20, 2016 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Matlin & Partners Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

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