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”).
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”).
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.
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.
