Exhibit 10.2


 


[_______], 2017


 


Matlin & Partners Acquisition Corporation

585 Weed Street


New Canaan, CT 06840


  


Re: Initial Public Offering


 


Gentlemen:


 


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 registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company shall
apply to have the Units listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11
hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Matlin & Partners Acquisition Sponsor LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each,
an “Insider” and collectively, the “Insiders”), hereby agrees with the Company
as follows:


 


1.  The Sponsor and each Insider agrees
that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business
Combination, it or he shall (i) vote any shares of Capital Stock owned by it or him in favor of any proposed Business Combination
and (ii) not redeem any shares of Common Stock owned by it or him in connection with such stockholder approval.


 


2.  The Sponsor and each Insider hereby
agrees that in the event that the Company fails to consummate a Business Combination within 24 months from the closing of the Public
Offering, or such later period approved by the Company’s stockholders in accordance with the Company’s amended and
restated certificate of incorporation, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business
days thereafter, subject to lawfully available funds therefor, redeem 100% of the Common Stock sold as part of the Units in the
Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided
by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights
as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders
and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under
Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees not
to propose any amendment to the Company’s amended and restated certificate of incorporation that would affect the substance
or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
within 24 months from the closing of the Public Offering, unless the Company provides its public stockholders with the opportunity
to redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding Offering Shares.


 






     


     


    

 


The Sponsor and each Insider acknowledges that
it or he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of
the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it. The Sponsor and each Insider
hereby further waives, with respect to any shares of Common Stock held by it or him, if any, any redemption rights it or he may
have in connection with the consummation of a Business Combination, including, without limitation, any such rights available in
the context of a stockholder vote to approve such Business Combination or in the context of a tender offer made by the Company
to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption
and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination
within 24 months from the date of the closing of the Public Offering).


 


3.  Notwithstanding the provisions set
forth in paragraphs 7(a) and (b) below, during the period commencing on the effective date of the Underwriting Agreement and ending
180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representative, (i) sell,
offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to
dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease 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 Commission promulgated thereunder, with respect to any Units, shares of Common Stock, Founder Shares, Warrants or any securities
convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it or him, (ii) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units,
shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares
of Common Stock owned by it or him, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (iii) publicly announce any intention to effect any transaction, including the filing of a registration statement, specified
in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any
release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending
release or waiver by press release through a major news service at least two business days before the effective date of the release
or waiver. Any release or waiver granted shall only be effective two business days after the publication date of such press release.
The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration
and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for
the duration that such terms remain in effect at the time of the transfer.


 


4.  In the event of the liquidation of
the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers
of the Sponsor), agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense
whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing
or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject
as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) a prospective
target business with which the Company has entered into an acquisition agreement (a “Target”); provided, however,
that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by
a third party for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust
Account to below (i) $10.00 per share of the Offering Shares or (ii) such lesser amount per share of the Offering Shares
held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account,
in each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except
as to any claims by a third party (including a Target) who executed a waiver of any and all rights to seek access to the Trust
Account and except as to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable
against such third party, the Sponsor shall not be responsible to the extent of any liability for such third party claims. The
Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company
if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing
that it shall undertake such defense.


 






     


     


    

 


5.  To the extent that the Underwriters
do not exercise their over-allotment option to purchase up to an additional 4,500,000 Units within 45 days from the date of the
Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares
in the aggregate equal to 1,125,000 multiplied by a fraction, (i) the numerator of which is 4,500,000 minus the number of
Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is
4,500,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Sponsor will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after
the Public Offering. The Sponsor further agrees that to the extent that the size of the Public Offering is increased or decreased,
the Company will effect a stock dividend or share repurchase or share contribution back to capital, as applicable, immediately
prior to the consummation of the Public Offering in such amount as to maintain the ownership of the Sponsor prior to the Public
Offering at 20.0% of its issued and outstanding shares of Capital Stock upon the consummation of the Public Offering. In connection
with such increase or decrease in the size of the Public Offering, then (A) the references to 4,500,000 in the numerator and denominator
of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of shares included
in the Units issued in the Public Offering and (B) the reference to 1,125,000 in the formula set forth in the immediately preceding
sentence shall be adjusted to such number of Founder Shares that the Sponsor would have to return to the Company in order to hold
(with all of the pre-offering stockholders) an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital
Stock after the Public Offering.


 


6.  (a)  Each Insider hereby agrees
not to participate in the formation of, or become an officer or director of, any other any other special purpose acquisition company
with a class of securities registered under the Securities Exchange Act of 1934, as amended, until the Company has entered into
a definitive agreement regarding an initial Business Combination or unless the Company has failed to complete a Business Combination
within 24 months after the closing of the Public Offering.


 


(b)  The Sponsor and each Insider hereby
agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by
such Sponsor or an Insider of its or his obligations under paragraphs 1, 2, 3, 4, 5, 6(a), 7(a), 7(b), and 9, as applicable, of
this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in
the event of such breach.


 


7.  (a)  The Sponsor and each Insider
agrees that it or he shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until the
earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to
the Business Combination, (x) if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company
completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the
Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the
“Founder Shares Lock-up Period”).


 


(b)  The Sponsor and each Insider agrees
that it or he shall not Transfer any Private Placement Warrants (or shares of Common Stock issued or issuable upon the conversion
of the Private Placement Warrants), until 30 days after the completion of a Business Combination (the “Private Placement
Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 






     


     


    

 


(c)  Notwithstanding the provisions set
forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Common Stock issued
or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor,
any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (a) to the
Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any
members of the Sponsor, or any affiliates of the Sponsor or members of the Sponsor; (b) in the case of an individual, transfers
by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s
immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers
by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant
to a qualified domestic relations order; (e) transfers by private sales or transfers made in connection with the consummation
of a Business Combination at prices no greater than the price at which the securities were originally purchased; (f) transfers
in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (g) transfers
by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the
Sponsor; and (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other
similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common
Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination;
provided, however, that in the case of clauses (a) through (e), these permitted transferees must enter into a written agreement
agreeing to be bound by the restrictions herein.


 


8.  The Sponsor and each Insider represents
and warrants that it or he has never been suspended or expelled from membership in any securities or commodities exchange or association
or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information
furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects and does
not omit any material information with respect to the Insider’s background. Each Insider’s questionnaire furnished
to the Company is true and accurate in all respects. Each Insider represents and warrants that: it or he is not subject to or a
respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction; it or he has never been convicted of, or pleaded guilty
to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person,
or (iii) pertaining to any dealings in any securities and it or he is not currently a defendant in any such criminal proceeding.


 


9.  (a) Except as disclosed in the Prospectus,
neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company,
shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan
or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s
initial Business Combination (regardless of the type of transaction that it is), other than the following, none of which will be
made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of pre-Public
Offering loans or advances; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating
an initial Business Combination, and repayment of loans, if any, and on such terms as to be determined by the Company from time
to time, made by the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection with
an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination, a
portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long as
no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants
at a price of $0.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants,
including as to exercise price, exercisability and exercise period.


 


(b) Commencing on the effective date of the
Prospectus for the Offering and continuing until the earlier of (i) the consummation by the Company of a Business Combination or
(ii) the Company’s liquidation as described in the Prospectus, MatlinPatterson Global Advisers LLC shall make available to
the Company, at no charge, certain office space and administrative and support services as may be required by the Company from
time to time, situated at 520 Madison Avenue, New York, NY 10022 (or any successor locations).


 


10.  The Sponsor and each Insider has full
right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as a director
on the board of directors of the Company and hereby consents to being named in the Prospectus as a director of the Company.


 






     


     


    

 


11.  As used herein, (i) “Business
Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination, involving the Company and one or more businesses; (ii) “Capital Stock” shall
mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean (a) the
8,625,000 shares of the Company’s Class F common stock, par value $0.0001 per share, initially issued to the Sponsor (up
to 1,125,000 Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised
by the Underwriters) for an aggregate purchase price of $25,000, or $0.002 per share, prior to the consummation of the Public Offering;
(iv) “Initial Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private
Placement Warrants” shall mean the Warrants to purchase up to 7,750,000 shares of Common Stock of the Company that
the Sponsor and the Representative have agreed to purchase for an aggregate purchase price of $7,750,000 in the aggregate, or $0.50
per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public
Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, 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 Commission promulgated thereunder with respect to,
any security, (b) 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 security, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


12.  This Letter Agreement constitutes
the entire agreement and understanding of the parties hereto in respect of the subject matter hereof 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. This Letter Agreement may not be changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


13.  No party hereto may assign either
this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other
party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer
or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider
and their respective successors, heirs and assigns and permitted transferees.


 


14.  This Letter Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that
any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and
enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which
jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such
courts represent an inconvenient forum.


 


15.  Any notice, consent or request to
be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


16.  This Letter Agreement shall terminate
on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by June
30, 2017; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 









     


     


    

 


	 	Sincerely,
	 	 
	 	MATLIN & PARTNERS ACQUISITION SPONSOR LLC


 


	   	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	 	By:	 
	 	 	David J. Matlin
	 	 	 
	 	By:	 
	 	 	Peter H. Schoels
	 	 	 
	 	By:	 
	 	 	Gregory Ethridge
	 	 	 
	 	By:	 
	 	 	Rui Gao
	 	 	 
	 	By:	 
	 	 	Kenneth L. Campbell
	 	 	 
	 	By:	 
	 	 	David L. Treadwell
	 	 	 
	 	By:	 
	 	 	Daniel W. Dienst
	 	 	 
	 	By:	 
	 	 	Robert H. Weiss
	 	 	 
	 	By:	 
	 	 	Nathan Brawn




 


Solely for purposes of the last paragraph of Section 9(b):


 


MATLINPATTERSON GLOBAL ADVISERS, LLC


 


	By: 	 	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Letter Agreement]


 






     


     


    

 


	Acknowledged and Agreed:  	 
	 	 
	MATLIN & PARTNERS ACQUISITION CORPORATION	 
	 	 	 
	By:	 	 
	 	Name: 	 
	 	Title:   	 


 


[Signature Page to Letter
Agreement]