0001144204-17-009352 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • February 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2017, by and between Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).

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UNDERWRITING AGREEMENT
Underwriting Agreement • February 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks • New York
WARRANT AGREEMENT between MATLIN & PARTNERS ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • February 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_______], 2017, is by and between Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_____], 2017, is made and entered into by and among Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), Matlin & Partners Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“CF & Co.”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, CF & Co. and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT
Sponsor Warrants Purchase Agreement • February 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks • Delaware

THIS AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 13, 2017 (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”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [______], 2017 by and between Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

Matlin & Partners Acquisition Corporation 585 Weed Street New Canaan, CT 06840 Re: Initial Public Offering Gentlemen:
Letter Agreement • February 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a

WARRANTS PURCHASE AGREEMENT
Warrants Purchase Agreement • February 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks • Delaware

THIS WARRANTS PURCHASE AGREEMENT, dated as of February 13, 2017 (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 Cantor Fitzgerald & Co., a New York general partnership (the “Purchaser”), having its principal place of business at 110 East 59th Street, New York, New York 10022.

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