REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2014 • Quinpario Acquisition Corp. 2 • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ________, 2014, by and among Quinpario Acquisition Corp. 2, a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • December 11th, 2014 • Quinpario Acquisition Corp. 2 • Blank checks • New York
Agreement made as of ___________, 2014 between Quinpario Acquisition Corp. 2, a Delaware corporation, with offices at 12935 N. Forty Drive, Suite 201, St. Louis, MO 63141 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 11th, 2014 • Quinpario Acquisition Corp. 2 • Blank checks • New York
This Agreement is made as of ________, 2014 by and between Quinpario Acquisition Corp. 2 (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Quinpario Acquisition Corp. 2 12935 N. Forty Drive, Suite 201 St. Louis, MO 63141Quinpario Acquisition Corp. 2 • December 11th, 2014 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Quinpario Acquisition Corp. 2 (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) 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 shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 12935 N. Forty Drive, Suite 201, St. Louis, MO 63141 (or any successor location). In exchange therefore, the Company shall pay Quinpario Partners LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Quinpario
NUMBER ________- (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTSQuinpario Acquisition Corp. 2 • December 11th, 2014 • Blank checks
is the registered holder of a warrant or warrants (the “Warrant”), expiring at 5:00 p.m., New York City time, on the five year anniversary of the date of the prospectus for the initial public offering of Quinpario Acquisition Corp. 2, a Delaware corporation (the “Company”), to purchase one-half (1/2) of one fully paid and non-assessable share of common stock, par value $.0001 per share (“Shares”), of the Company for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (a) _________, 2015 [one year from the date of the final prospectus] and (b) thirty (30) days after the Company’s completion of an initial merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities (a “Business Combination”), such number of Shares of the Company at the Warrant Price, upon surrender of this Warrant Certificate and payment of the Warrant Price a
INSIDER LETTER AGREEMENTInsider Letter Agreement • December 11th, 2014 • Quinpario Acquisition Corp. 2 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Quinpario Acquisition Corp. 2, a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. and Cantor Fitzgerald & Co., as Representatives (together the “Representatives”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) 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 (“Warrant”) to purchase one-half of one share of Common Stock at a price of $5.75 per half share, subject to adjustment as described in the prospectus. Certain capitalized terms used herein are defined in paragraph 14 hereof.
