Exhibit 4.1


 


NUMBER UNITS

U-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP 57682V 205


 


MATLIN & PARTNERS ACQUISITION CORPORATION


 


UNITS CONSISTING OF ONE SHARE OF CLASS A
COMMON STOCK AND ONE

WARRANT TO PURCHASE ONE-HALF OF ONE SHARE OF CLASS A COMMON STOCK


 


THIS CERTIFIES THAT                    is
the owner of                    Units.


 


Each Unit (“Unit”)
consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”),
of Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), and one warrant
(the “Warrant”).  Each Warrant entitles the holder to purchase one-half (1/2) of one share
(subject to adjustment) of Common Stock for $5.75 per half share (subject to adjustment).  Warrants may be exercised only
for a whole number of shares of Class A common stock. Each Warrant will become exercisable on the later of (i) thirty (30)
days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more businesses (each a “Business Combination”), or
(ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire unless exercised
before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its
initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). 
The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to              ,
2017, unless Cantor Fitzgerald & Co. elects to allow separate trading earlier, subject to the Company’s filing of a Current
Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s
receipt of the gross proceeds of the offering and issuing a press release announcing when separate trading will begin.  The
terms of the Warrants are governed by a Warrant Agreement, dated as of               ,
2017, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms
and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. 
Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York 10004, and
are available to any Warrant holder on written request and without cost.


 


This certificate is not valid unless countersigned
by the Transfer Agent and Registrar of the Company.


 


This certificate shall be governed by and
construed in accordance with the internal laws of the State of New York.


 






     


     


    

 


 


Witness the facsimile signature of its duly
authorized officers.


 


	 	 	 
	Secretary	 	President


 






     


     


    

 


Matlin & Partners Acquisition Corporation


 


The Company will furnish without charge
to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.


 


The following abbreviations, when used in
the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


 


 


	TEN COM	—	as tenants in common	 	UNIF GIFT MIN ACT	—	 	Custodian	 
	TEN ENT	—	as tenants by the entireties	 	 	 	(Cust)	 	(Minor)
	 	 	 	 	 	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	 	
        under Uniform Gifts to Minors Act

         

	 	 	 	 	 	 	(State)


 


Additional abbreviations may also be used
though not in the above list.


 


For value received,                     
hereby sell, assign and transfer unto                    


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE


 


 





(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE)


                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                              


 


                 Units
represented by the within Certificate, and do hereby irrevocably constitute and appoint


 


                                    Attorney
to transfer the said Units on the books of the within named Company with full power of substitution in the premises.


 


 







	Dated
	 	 	 
	 	 	Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.







 






     


     


    

 








	 	 	 
	Signature(s) Guaranteed:	 	 
	 	 	 
	 	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE).	 	 










 


In each case, as more fully described in
the Company’s final prospectus dated                    ,
2017, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust
account established in connection with its initial public offering only in the event that (i) the Company redeems the shares
of Class A common stock sold in its initial public offering and liquidates because it does not consummate an initial business
combination by                       ,
2019, (ii) the Company redeems the shares of Class A common stock sold in its initial public offering in connection with
a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing
of the Company’s obligation to redeem 100% of the Class A common stock if it does not consummate an initial business
combination by                        ,
2019, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A common
stock in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the
proposed initial business combination) setting forth the details of a proposed initial business combination.  In no other
circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.