March 9, 2017 MATLIN & PARTNERS ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. UNDERWRITING AGREEMENT MATLIN & PARTNERS ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks • New York
The undersigned, Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows. To the extent there is only one Underwriter, the term Underwriters shall mean the Underwriter.
WARRANT AGREEMENT between MATLIN & PARTNERS ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 9, 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 AGREEMENTRegistration Rights Agreement • March 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 9, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 9, 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 • March 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
