Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


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”).


 


WHEREAS, the Company’s registration
statement on Form S-1, No. 333-216076 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists 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 entitling the holder thereof to purchase one-half of one share of Common Stock (such initial public
offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof
by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. as representative
(the “Representative”) of the several underwriters (the “Underwriters”) named
therein; and


 


WHEREAS, as described in the Prospectus,
$300,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement)
(or $345,000,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be
deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering as hereinafter
provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the
“Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to
as the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together
as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $9,000,000, or $11,250,000 if the Underwriters’ over-allotment option is exercised in
full, is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriters
upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1.           Agreements
and Covenants of Trustee.  The Trustee hereby agrees and covenants to:


 


(a)          Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by
the Trustee at J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory
to the Company;


 


(b)          Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)          In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or
less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7
promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government
treasury obligations, as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood
that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder;


 






     


     


    

 


(d)          Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)          Promptly
notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f)          Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g)          Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)          Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i)          Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a
letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto
as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive
Officer, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the
Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000
of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the
other documents referred to therein, or (y) upon the date which is 24 months after the closing of the Offering if a Termination
Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust
Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of
interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record
as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form
substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it
has received no such Termination Letter by the date which is 24 months after the closing of the Offering, the Trustee shall keep
the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders.
It is acknowledged and agreed that there should be no reduction in the principal amount initially deposited in the Trust Account;


 


(j)          Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Withdrawal Instruction”), withdraw from the Trust Account and distribute
to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company
as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly
to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the
relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust
Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by
the Company in writing to make such distribution; so long as there is no reduction in the principal amount initially deposited
in the Trust Account; provided, however, that if the tax to be paid is a franchise tax, the written request
by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware for
the Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable
(it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable
from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company
is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k)          Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i) or (j) above;
and


 






     


     


    

 


2.          Agreements
and Covenants of the Company.  The Company hereby agrees and covenants to:


 


(a)          Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer,
Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i) and 1(j) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction
which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written
instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b)          Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses,
including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it
hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or
the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that
the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such
consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c)          Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration
fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly
understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections
1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first
annual administration fee at the consummation of the Offering. The Trustee shall refund to the Company the monthly fee (on a pro
rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any
other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and
as may be provided in Section 2(b) hereof;


 


(d)          In
connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder
meeting verifying the vote of such stockholders regarding such Business Combination;


 


(e)          Provide
the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with
respect to any proposed withdrawal from the Trust Account promptly after it issues the same; and


 


(f)          Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement.


 


(g)          Within
four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be
less than $9,000,000.


 


3.          Limitations
of Liability.  The Trustee shall have no responsibility or liability to:


 


(a)          Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein;


 






     


     


    

 


(b)          Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall
have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)          Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)          Refund
any depreciation in principal of any Property;


 


(e)          Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)          The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice
of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also
as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable
care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice
or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced
by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee
are affected, unless it shall give its prior written consent thereto;


 


(g)          Verify
the accuracy of the information contained in the Registration Statement;


 


(h)          Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;


 


(i)          File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j)          Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not
limited to, income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)          Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections
1(i)and 1(j) hereof.


 


4.          Trust
Account Waiver.  The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue
such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the
Trust Account.


 


5.          Termination. 
This Agreement shall terminate as follows:


 


(a)          If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the
terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but
not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that in the event that the Company does not locate a successor trustee within
ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property
deposited with any court in the State of New York or with the United States District Court for the Southern District of New York
and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 






     


     


    

 


(b)          At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6.          Miscellaneous.


 


(a)          The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names,
account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b)          This
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. This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(c)          This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This
Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
signed by each of the parties hereto.


 


(d)          This
Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof
with the Consent of the Stockholders. For purposes of this Section 6(d), the “Consent of the Stockholders”
means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that either
(i) the Company’s stockholders of record as of a record date established in accordance with Section 213(a) of
the Delaware General Corporation Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five
percent (65%) or more of all then outstanding shares of the Common Stock and Class F common stock, par value $0.0001 per share,
of the Company voting together as a single class, have voted in favor of such change, amendment or modification, or (ii) the
Company’s stockholders of record as of the record date who hold sixty-five percent (65%) or more of all then outstanding
shares of the Common Stock and Class F common stock, par value $0.0001 per share, of the Company voting together as a single
class, have delivered to such entity a signed writing approving such change, amendment or modification. No such amendment will
affect any Public Stockholder who has otherwise indicated his election to redeem his shares of Common Stock in connection with
a stockholder vote sought to amend this Agreement. Except for any liability arising out of the Trustee’s gross negligence,
fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced
above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.


 


(e)          The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 






     


     


    

 


(f)          Any
notice, consent or request to be given in connection with any of the terms or provisions of this 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 by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004


Attn:  Steven G. Nelson

Fax No.:  (212) 509-5150


 


if to the Company, to:


 


Matlin & Partners Acquisition Corporation

585 Weed Street


New Canaan, CT 06840


Attn:  David J. Matlin

Fax No.: (212) 651-4030


 


in each case, with copies to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, New York 10105

Attn:  Stuart Neuhauser, Esq.

Fax No.:  (212) 370-7889


 


and


 


Cantor Fitzgerald & Co.


499 Park Avenue


New York, New York 10022


Attn:  General Counsel

Fax No.: (212) 829-4708


 


and


 


Freshfields Bruckhaus Deringer US LLP


601 Lexington Avenue, 31st Floor

New York, New York 10022

Attn:  Paul D. Tropp, Esq.

Fax No.:(212) 277 4001


 


(g)          This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(h)       Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds
in the Trust Account under any circumstance.


 






     


     


    

 


(i)          This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(j)          This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(k)          Each
of the Company and the Trustee hereby acknowledges and agrees that Cantor Fitzgerald & Co. on behalf of the Underwriters, is
a third party beneficiary of this Agreement.


 


(l)          Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.


 


[Signature Page Follows]


 


 




     


     


    

  


IN WITNESS WHEREOF, the parties have
duly executed this Investment Management Trust Agreement as of the date first written above.


	 	 
	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 
	 	By:	/s/ Francis E. Wolf
	 	 	Name:  Francis E. Wolf
	 	 	Title:  Vice President
	 	 
	 	Matlin & Partners Acquisition Corporation
	 	 
	 	By:	/s/ Rui Gao
	 	 	Name: Rui Gao
	 	 	Title: Chief Financial Officer


 




     


     


    

 


SCHEDULE A


 


	Fee Item	Time and method of payment 	Amount
	Initial set-up fee	Initial closing of Offering by wire transfer 	$2,000
	Trustee administration fee	Payable annually. First year fee payable at initial closing of Offering by wire transfer, thereafter by wire transfer or check	$10,000
	Transaction processing fee for disbursements to Company under Sections 1(i) and (j)	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	$250
	Paying Agent services as required pursuant to Section 1(i) 	Billed to Company upon delivery of service pursuant to Section 1(i) 	
         

         

        Prevailing rates

         

         



 


  




     


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven Nelson and Sharmin Carter


 


Re:        Trust
Account No.               Termination Letter


 


Gentlemen:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Matlin & Partners Acquisition Corporation (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of          ,
2017 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with         
(the “Target Business”) to consummate a business combination with Target Business (the “Business
Combination”) on or about [insert date].  The Company shall notify you at least forty-eight (48) hours in advance
of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation
Date”).  Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer
the proceeds into the above-referenced trust checking account at JP Morgan Chase Bank, N.A. to the effect that, on the Consummation
Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date.  It is acknowledged and agreed that while the funds are on deposit in the trust checking
account at JP Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer, which verifies
that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) joint
written instruction signed by the Company and Cantor Fitzgerald & Co. with respect to the transfer of the funds held in the
Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). 
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter.  In the event that certain deposits held
in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of
the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after
the Consummation Date to the Company.  Upon the distribution of all the funds, net of any payments necessary for reasonable
unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day
immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	Matlin & Partners Acquisition Corporation
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Cantor Fitzgerald & Co.


 




     


     


    

  


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven Nelson and Sharmin Carter


 


Re:        Trust
Account No.               Termination Letter


 


Gentlemen:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Matlin & Partners Acquisition Corporation (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _____, 2017 (the
“Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination
with a Target Business (the “Business Combination”) within the time frame specified in the Company’s
Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. 
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby
authorize you to liquidate all of the assets in the Trust Account on           ,
20    and to transfer the total proceeds into the trust checking account at JP Morgan Chase Bank, N.A. to await
distribution to the Public Stockholders.  The Company has selected [         ](1)
as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation
proceeds.  You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute
said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended
and Restated Certificate of Incorporation of the Company.  Upon the distribution of all the funds, net of any payments necessary
for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall
be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


		(1)	24 months from the closing of the Offering. 



  


	 	Very truly yours,
	 	 
	 	Matlin & Partners Acquisition Corporation
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Cantor Fitzgerald & Co.


  




     


     


    

  


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and Sharmin Carter


 


	 	Re:	Trust Account No. __ Withdrawal Instruction


 


Gentlemen:


 


Pursuant to Section
1(j) of the Investment Management Trust Agreement between Matlin & Partners Acquisition Corporation (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2017 (“Trust
Agreement”), the Company hereby requests that you deliver to the Company $_____________ of the interest income
earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in
the Trust Agreement.


 


The Company needs
such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms
of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt
of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Matlin & Partners Acquisition Corporation
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Cantor Fitzgerald & Co.