EX-10.4



 Exhibit 10.4 

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of    [•], 2018 (as it may from time to time be amended,
this “Agreement”), by and between Iron Horse Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cerberus Iron Horse Holdings, LLC, a Delaware limited liability company (the
“Purchaser”). 
 The Company intends to consummate a public offering of the Company’s units (the
“Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-third of
one warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase 8,000,000 warrants (or 9,200,000 in the aggregate if the over-allotment option
in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary
Share. 
 NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending legally to bound hereby, agree as follows: 

AGREEMENT 

Section 1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants. 

A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement
Warrants to the Purchaser. 
 B. Purchase and Sale of the Private Placement Warrants. 

(i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell
to the Purchaser, and the Purchaser shall purchase from the Company, 8,000,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $12,000,000 (the “Purchase Price”). The Purchaser
shall pay the Purchase Price by wire transfer of immediately available funds to the Company, to the trust account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as
trustee, in accordance with the Company’s wiring instructions (the “Trust Account”), at least one (1) business day prior to the date of effectiveness of the registration statement to be filed in connection with the
Public Offering. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall deliver a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser. 

(ii) On the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date
as may be mutually agreed by the Purchaser and the Company (the “Over-allotment Closing Date”, and together with the IPO Closing Date, the “Closing Dates”), the Company shall issue and sell to the
Purchaser, and the Purchaser shall purchase from the Company, up to 1,200,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of
the over-allotment option that is exercised) at a price of $1.50 per warrant (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to
the Trust Account, at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall deliver a certificate
evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser. 
 C. Terms of the Private
Placement Warrants. 
 (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the
Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”), a form of which is attached hereto as Exhibit A. 







 (ii) On the IPO Closing Date, the Company and the Purchaser shall enter into a registration
rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the Ordinary Shares underlying the
Private Placement Warrants, a form of which is attached hereto as Exhibit B. 
 Section 2. Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties
shall survive the Closing Date) that: 
 A. Incorporation and Corporate Power. The Company is an exempted company duly incorporated,
validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial
condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement. 

B. Authorization; No Breach. 

(i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of
the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general
applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement
and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date. 

(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private
Placement Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date
(a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or
assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant
to the Amended and Restated Memorandum and Articles of Association of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which
the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws. 

C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon
registration in the Company’s register of members, the Ordinary Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment
pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants and, upon payment by the Purchaser of the exercise price,
the Ordinary Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby,
(ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser. 

D. Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority
is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby. 

E. Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or
beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”). 

  
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 Section 3. Representations and Warranties of the Purchaser. As a
material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive the
Closing Date) that: 
 A. Organization and Requisite Authority. The Purchaser is a limited liability company, duly formed, validly
existing and in good standing under the laws of the State of Delaware. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. 

B. Authorization; No Breach. 

(i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or
law). 
 (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by
the Purchaser does not and shall not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest,
charge or encumbrance upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court
or administrative or governmental body or agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule
or regulation to which the Purchaser is subject, or any agreement, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities laws. 

C. Investment Representations. 

(i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Ordinary Shares
issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution
thereof. 
 (ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the
Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. 
 (iii)
The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon
the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such
Securities. 
 (iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising
within the meaning of Rule 502(c) under the Securities Act. 
 (v) The Purchaser has been furnished with all materials relating to the
business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers
and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision with respect to the acquisition of the Securities. 

  
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 (vi) The Purchaser understands that no United States federal or state agency or any other
government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the
merits of the offering of the Securities. 
 (vii) The Purchaser understands that: (a) the Securities have not been and are not being
registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and
(b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the
terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the U.S. Securities and Exchange Commission (the “SEC”) has taken the position that promoters or affiliates of a blank check
company and their transferees, both before and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted
pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon
another exemption from the registration requirements of the Securities Act. 
 (viii) The Purchaser has such knowledge and experience in
financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the
Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for his, her or its current financial needs and
contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of his, her or its investments in the Securities. 

Section 4. Conditions of the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for
the Private Placement Warrants are subject to the fulfillment, on or before the Closing Date, of each of the following conditions: 
 A.
Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of the Closing Date as though then made. 

B. Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by it on or before the Closing Date. 
 C. No Injunction. No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement. 

D. Warrant Agreement. The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the
Registration Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser. 

Section 5. Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this
Agreement are subject to the fulfillment, on or before the Closing Date, of each of the following conditions: 
 A. Representations and
Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of the Closing Date as though then made. 

B. Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by the Purchaser on or before the Closing Date. 

  
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 C. Corporate Consents. The Company shall have obtained the consent of its Board of
Directors authorizing the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder. 

D. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the
transactions contemplated by this Agreement or the Warrant Agreement. 
 E. Warrant Agreement. The Company shall have entered into the
Warrant Agreement, in the form of Exhibit A hereto. 
 Section 6. Termination. This Agreement may be
terminated at any time after March 30, 2018 by either the Company or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date. 

Section 7. Miscellaneous. 

A. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign
this Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members). 

B. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of
this Agreement. 
 C. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need
contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. 
 D.
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall
be by way of example rather than by limitation. 
 E. Governing Law. This Agreement shall be deemed to be a contract made under the
laws of the State of New York and for all purposes shall be construed in accordance with the internal 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. 
 F. Amendments. This letter agreement may not be amended, modified or waived as to any particular provision,
except by a written instrument executed by each party hereto. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of
the date first set forth above. 
  

			
	COMPANY:
	
	IRON HORSE ACQUISITION CORP.
		
	By:	 	  

		 	Name: Steven F. Mayer
		 	Title: Chief Executive Officer
	
	PURCHASER:
	
	CERBERUS IRON HORSE HOLDINGS, LLC
		
	By:	 	  

		 	Name: Stephen A. Feinberg
		 	Title: Managing Member