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,
FORM OF REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2014 • Quinpario Acquisition Corp. • Miscellaneous manufacturing industries • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May , 2014 by and among Quinpario Acquisition Corp., a Delaware corporation (the “Company”), and the Persons listed on the signature pages hereto as “Investors” and any Persons identified on the signature page of an joinder agreements executed and delivered pursuant to Section 9 and Section 10 hereof (each, including the Investors, a “Holder” and, collectively, the “Holders”). Capitalized terms used but not otherwise defined herein are defined in Section 13 hereof.
