UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2013 • Quinpario Acquisition Corp. • Blank checks • New York
The undersigned, Quinpario Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with C&Co/PrinceRidge LLC (“PrinceRidge”) and with the other underwriters named on Schedule I hereto for which PrinceRidge is acting as representative (PrinceRidge, in its capacity as representative, is referred to herein as the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • August 14th, 2013 • Quinpario Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 8, 2013, is by and between Quinpario Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
JASON INDUSTRIES, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent RIGHTS AGREEMENT Dated as of September 1, 2019Rights Agreement • September 4th, 2019 • Jason Industries, Inc. • Miscellaneous manufacturing industries • Delaware
Exhibit A – Amended and Restated Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock
INDEMNITY AGREEMENTIndemnity Agreement • July 19th, 2013 • Quinpario Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2013, by and between QUINPARIO ACQUISITION CORP., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 7th, 2014 • Jason Industries, Inc. • Miscellaneous manufacturing industries • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [ ], 2014, by and between Jason Industries, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and [ ], an individual (“Indemnitee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • July 19th, 2013 • Quinpario Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 31st day of May, 2013, by and between Quinpario Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 12935 N. Forty Drive, Suite 201, St. Louis, Missouri 63141 and Quinpario Partners I, LLC, a Delaware limited liability corporation (“ Subscriber”), having its principal place of business at 12935 N. Forty Drive, Suite 201, St. Louis, Missouri 63141.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2013 • Quinpario Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 8, 2013, is made and entered into by and among each of Quinpario Acquisition Corp., a Delaware corporation (the “Company”), Quinpario Partners I, LLC, a Delaware limited liability company (“Sponsor”) and the other undersigned parties listed under Holders on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
Dated June 30, 2014 First Lien Credit Agreement among JASON INCORPORATED, as Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer, DEUTSCHE...Credit Agreement • July 7th, 2014 • Jason Industries, Inc. • Miscellaneous manufacturing industries • New York
This FIRST LIEN CREDIT AGREEMENT is entered into as of June 30, 2014, among JASON INCORPORATED, a Wisconsin corporation (the “Company” and the “Borrower”), the Guarantors party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer, and DEUTSCHE BANK AG NEW YORK BRANCH, as Swing Line Lender.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 14th, 2013 • Quinpario Acquisition Corp. • Blank checks • New York
This investment management trust agreement (“Agreement”) is made as of August 8, 2013,, by and between Quinpario Acquisition Corp. (the “Company”), a Delaware corporation and Continental Stock Transfer & Trust Company (the “Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
First Lien Credit AgreementCredit Agreement • May 3rd, 2018 • Jason Industries, Inc. • Miscellaneous manufacturing industries • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2013 • Quinpario Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2013, is made and entered into by and among each of Quinpario Acquisition Corp., a Delaware corporation (the “Company”), Quinpario Partners I, LLC, a Delaware limited liability company (“Sponsor”) and the other undersigned parties listed under Holders on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
Second Lien Credit AgreementCredit Agreement • May 3rd, 2018 • Jason Industries, Inc. • Miscellaneous manufacturing industries • New York
UNDERWRITING AGREEMENT between QUINPARIO ACQUISITION CORP. and C&CO/PRINCERIDGE LLC Dated: [●], 2013Underwriting Agreement • July 19th, 2013 • Quinpario Acquisition Corp. • Blank checks • New York
The undersigned, Quinpario Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with C&Co/PrinceRidge LLC (“PrinceRidge”) and with the other underwriters named on Schedule I hereto for which PrinceRidge is acting as representative (PrinceRidge, in its capacity as representative, is referred to herein as the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
First Lien Credit AgreementCredit Agreement • August 2nd, 2018 • Jason Industries, Inc. • Miscellaneous manufacturing industries • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2019 • Jason Industries, Inc. • Miscellaneous manufacturing industries • Wisconsin
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 25, 2019 is entered into by and between Jason Industries, Inc., a Delaware corporation (the “Company”) and Timm Fields (“Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2014 • Jason Industries, Inc. • Miscellaneous manufacturing industries • Wisconsin
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 30, 2014 is entered into by and between Jason Industries, Inc. (f/k/a Quinpario Acquisition Corp.), a Delaware corporation (the “Company”) and Will Schultz (“Executive”). This Agreement amends and fully restates that certain Employment Agreement entered into by Executive and Jason Incorporated (“Jason”) effective as of September 21, 2010 (“Prior Agreement”), shall take effect on the “Closing Date” (as defined in the Stock Purchase Agreement, dated March 16, 2014, by and among Jason Partners Holdings Inc., Jason Partners Holdings LLC, Quinpario Acquisition Corp., and JPHI Holdings Inc. (the “Purchase Agreement”)), and shall have no legal force or effect whatsoever prior thereto (or in the event that the Closing Date does not occur for any reason, whether due to termination of the Purchase Agreement or otherwise, in which case the Prior Agreement shall continue in full force and effect without regard for
FOURTH AMENDED AND RESTATED FORBEARANCE AGREEMENTForbearance Agreement • June 4th, 2020 • Jason Industries, Inc. • Miscellaneous manufacturing industries • New York
THIS FOURTH AMENDED AND RESTATED FORBEARANCE agreement, dated as of June 3, 2020 (this “Agreement”), is entered into by and among Jason Incorporated, a Wisconsin corporation (the “Borrower”), the Guarantors identified on the signature pages hereto (collectively, with the Borrower, the “Loan Parties”), and the Lenders appearing on the signature pages hereto (the “Forbearing Lenders”, and with respect to the Forbearing Lenders that have entered into a confidentiality agreement with the Borrower, the “Restricted Forbearing Lenders”). Each of the foregoing shall be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
QUINPARIO ACQUISITION CORP. 12935 N Forty Drive, Suite 201 St. Louis, Missouri 63141Quinpario Acquisition Corp. • August 14th, 2013 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of Quinpario Acquisition Corp. (the “Company”) are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Quinpario Partners LLC (the “Quinpario Partners”), an affiliate of our sponsor, Quinpario Partners I, LLC, shall make available to the Company, at 12935 N Forty Drive, Suite 201, St. Louis, Missouri 63141 (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support as may be reasonably required by the Company. In exchange therefor, the
August 8, 2013Letter Agreement • August 14th, 2013 • Quinpario Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between Quinpario Acquisition Corp., a Delaware corporation (the “Company”), and C&Co/PrinceRidge LLC, as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 15,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering shall be listed on the Nasdaq Capital Market 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”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
Share Purchase AgreementShare Purchase Agreement • June 1st, 2015 • Jason Industries, Inc. • Miscellaneous manufacturing industries
Annex Section 4.2(e) Closing Protocol Annex Section 5 Disclosure Schedule Annex 5(a) Seller's Knowledge Annex 5.4 Reference Financial Statements Annex 5.5(a) Real Property List Annex 5.6(a) Key Intellectual Property Rights Annex 5.7(c) Environmental Reports Annex 8.3 Letter on Availability of Funds Annex 8.4 Shareholder's Resolution Annex 8.5(b) Consultancy Agreement Annex 8.6(a)(i) Current Geographical Areas of Activity of the Group Annex 8.6(a)(ii) Restricted Investments Annex 9.3(a) Data Room Index Annex 11.4(a) Confidentiality Agreement
FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • March 1st, 2018 • Jason Industries, Inc. • Miscellaneous manufacturing industries • New York
FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “First Amendment”), dated as of February 1, 2018, among JASON INCORPORATED, a Wisconsin corporation (the “Borrower”), the Guarantors party hereto, and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
BUSINESS SERVICES CONSULTING AGREEMENTBusiness Services Consulting Agreement • January 25th, 2016 • Jason Industries, Inc. • Miscellaneous manufacturing industries • Wisconsin
This business services consulting agreement (the “Agreement”) is dated effective as of December 1, 2015, (the “Effective Date”), and is between Allen Craig Ivey (“Ivey”), an individual having an office at 12935 N. Forty Drive, Suite 201, St. Louis, Missouri 63141, and Jason Industries, Inc. (the “Company”), a Delaware corporation, having an office at 411 E. Wisconsin Ave., Suite 2100, Milwaukee, Wisconsin 53202.
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE JASON INDUSTRIES, INC. 2014 OMNIBUS INCENTIVE PLANNon-Employee Director Restricted Stock Unit Agreement • November 7th, 2014 • Jason Industries, Inc. • Miscellaneous manufacturing industries • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Jason Industries, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Jason Industries, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
FORM OF BACKSTOP AND SUBSCRIPTION AGREEMENT BACKSTOP AND SUBSCRIPTION AGREEMENTBackstop and Subscription Agreement • May 15th, 2014 • Quinpario Acquisition Corp. • Miscellaneous manufacturing industries • New York
This Backstop and Subscription Agreement (this “Agreement”), made as of May , 2014 by and among Quinpario Acquisition Corp. (the “Company”) and each of the undersigned subscribers (each, a “Subscriber,” collectively, the “Subscribers”), is intended to set forth certain representations, covenants and agreements among the Company and the Subscribers, with respect to (i) the offering (the “Preferred Offering”) for sale by the Company and the purchase by certain Subscribers (the “Preferred Subscribers”) in such private offering of up to 45,000 shares of 8.0% Series A Convertible Perpetual Preferred Stock with the terms set out in the form of certificate of designation attached as Exhibit A hereto (the “Preferred Shares”) at a price per share of $1,000.00, and (ii) the obligation of certain Subscribers (the “Backstop Subscribers”) to, at the Company’s election, purchase incremental common stock of the Company for aggregate consideration of up to $17,500,000 (the common stock of the Company,
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 7th, 2014 • Jason Industries, Inc. • Miscellaneous manufacturing industries • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2014, is made and entered into by and among each of Quinpario Acquisition Corp., a Delaware corporation (the “Company”), JPHI Holdings Inc., a Delaware corporation and a subsidiary of the Company (“Buyer Holdco”), and the other undersigned parties listed under Holders on the signature page hereto and Permitted Transferee who hereafter becomes a party to this Agreement pursuant to Section 3.1 of this Agreement (each, a “Holder” and collectively, the “Holders”).
PREFERRED STOCK EXCHANGE AGREEMENTPreferred Stock Exchange Agreement • January 23rd, 2018 • Jason Industries, Inc. • Miscellaneous manufacturing industries • Delaware
This PREFERRED STOCK EXCHANGE AGREEMENT (this “Agreement”) is entered into as of January ___, 2018 (the “Effective Date”), by and between Jason Industries, Inc., a Delaware corporation (the “Company”), and [_______] (the “Stockholder”). The Company and the Stockholder shall individually be referred to herein as a “Party” and, collectively, as the “Parties”.
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2020 • Jason Industries, Inc. • Miscellaneous manufacturing industries
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (this “Addendum”) is dated as of March [__], 2020, by and between Jason Industries, Inc., a Delaware corporation (the “Company”), and [_________] (the “Employee”), and is intended to modify that certain Employment Agreement, dated as of [_____], by and between the Company and the Employee (the “Employment Agreement”). Any capitalized term not defined herein will have the meaning ascribed to such term in the Employment Agreement.
PURCHASE AGREEMENT dated as of August 11, 2019 by and among Jason Incorporated, Jason International Holdings, Inc., ACR II Motus Integrated Technologies Cooperatief U.A., Motus Pivot MX Holding B.V., Motus Pivot Holding B.V., and Motus Pivot Inc.Purchase Agreement • November 8th, 2019 • Jason Industries, Inc. • Miscellaneous manufacturing industries
THIS PURCHASE AGREEMENT is made and entered into as of this 11th day of August, 2019, by and among (i) Motus Pivot MX Holding B.V., a limited liability company established under the laws of the Netherlands (the “Buyer New BV2”); (ii) Motus Pivot Holding B.V., a limited liability company established under the laws of the Netherlands (the “Buyer Minority Purchaser”); (iii) Motus Pivot Inc., a Delaware corporation (the “Buyer US Newco”), (iv) ACR II Motus Integrated Technologies Coöperatief U.A., a cooperative with excluded liability (coöperatie met uitgesloten aansprakelijkheid) established under the Laws of the Netherlands (“Motus”, and together with the Buyer New BV, Buyer Minority Purchaser and Buyer US Newco, shall collectively be referred to herein on a joint and several basis as the “Buyer”); (v) Jason Incorporated, a Wisconsin corporation (“JI”); and (vi) Jason International Holdings, Inc., a Nevada corporation (“JIH”, and each of JI and JIH shall be referred to herein on a joint
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE JASON INDUSTRIES, INC. 2014 OMNIBUS INCENTIVE PLAN (Time-Vesting)Restricted Stock Unit Agreement • May 10th, 2016 • Jason Industries, Inc. • Miscellaneous manufacturing industries • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Jason Industries, Inc. (f/k/a/ Quinpario Acquisition Corp.), a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Jason Industries, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
FIRST LIEN SECURITY AGREEMENT dated as of June 30, 2014 among THE GRANTORS IDENTIFIED HEREIN and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative AgentFirst Lien Security Agreement • July 7th, 2014 • Jason Industries, Inc. • Miscellaneous manufacturing industries • New York
FIRST LIEN SECURITY AGREEMENT dated as of June 30, 2014 (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, the “Agreement”), by and among the Grantors (as defined below) and Deutsche Bank AG New York Branch, as Administrative Agent for the Secured Parties (in such capacity and together with its successors and permitted assigns in such capacity, the “Administrative Agent”).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE JASON INDUSTRIES, INC. 2014 OMNIBUS INCENTIVE PLAN (Matching)Restricted Stock Unit Agreement • May 10th, 2016 • Jason Industries, Inc. • Miscellaneous manufacturing industries • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Jason Industries, Inc. (f/k/a/ Quinpario Acquisition Corp.), a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Jason Industries, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee;
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 18th, 2014 • Quinpario Acquisition Corp. • Blank checks • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 16, 2014, by and among Jason Partners Holdings LLC, a Delaware limited liability company (“Parent”), Jason Partners Holdings Inc., a corporation and wholly owned subsidiary of Parent (“Sub”) and Jeffry N. Quinn Family Trust uad 8/10/2012 (“Quinn Trust”), Quinpario Partners LLC (“Quinpario Partners”), Quinpario Partners I, LLC (“Quinpario Partners I”), and Jeffry N. Quinn (“Quinn” and together with Quinn Trust, Quinpario Partners and Quinpario Partners I, each a “Stockholder”, and collectively, the “Stockholders”). Parent, Sub and the Stockholders are sometimes referred to herein as a “Party” and collectively as the “Parties”.
Re: Retention BonusPrivileged and Confidential • March 6th, 2020 • Jason Industries, Inc. • Miscellaneous manufacturing industries • Delaware
On behalf of Jason Industries, Inc. (the “Company”), I am pleased to offer you the opportunity to receive a cash retention bonus in the amount of $[__] (the “Retention Bonus”), if you agree to the terms and conditions contained in this letter agreement (this “Agreement”) by executing and returning a copy of this Agreement to the Company. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Section 2.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 2nd, 2016 • Jason Industries, Inc. • Miscellaneous manufacturing industries
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of December 1, 2016 by and between JASON INDUSTRIES, INC., a Delaware corporation (the “Company”) and BRIAN K. KOBYLINSKI (“Executive”).
FOURTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • August 12th, 2019 • Jason Industries, Inc. • Miscellaneous manufacturing industries
This Fourth Amendment to First Lien Credit Agreement (this “Fourth Amendment”), dated as of June 28, 2019, is by and among Jason Incorporated, a Wisconsin corporation (the “Borrower”), each Guarantor (as defined in the Credit Agreement referred to below) party hereto (the “Guarantors”), The Bank of New York Mellon, as Administrative Agent for the Lenders party to the Credit Agreement (in such capacity, the “Administrative Agent”), Deutsche Bank AG New York Branch, as Swing Line Lender (in such capacity, the “Swing Line Lender”) and as L/C Issuer (in such capacity, the “L/C Issuer”), in each case under the Credit Agreement referred to below, each 2018 Extending Revolving Credit Lender and the various Lenders party hereto constituting the Required Lenders and the Required Revolving Credit Lenders. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement or, if not defined therein, the Credit Agreement as modified hereb
