EX-4.6



 Exhibit 4.6 

AMENDMENT NO. 1 
 TO

 REGISTRATION RIGHTS AGREEMENT 

This AMENDMENT NO. 1 (this “Amendment”), entered into and effective as of July 14, 2014, is made to that certain
Registration Rights Agreement, dated as of August 8, 2013 (the “Registration Rights Agreement”), by and among Jason Industries, Inc. (formerly known as 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 thereto and any other person that
becomes a party hereto and thereto pursuant to Section 5.2 of the Registration Rights Agreement (together with the Sponsor, each a “Holder and collectively, the “Holders”). Capitalized terms used herein but not otherwise
defined shall have the meanings ascribed to them in the Registration Rights Agreement. 
 WITNESSETH 

WHEREAS, pursuant to the Registration Rights Agreement, the Company granted the Holders certain registration rights with respect to the
Registrable Securities; 
 WHEREAS, the Company and the Holders desire to amend the Registration Rights Agreement to remove certain
ambiguity and clarify the intent of the Registration Rights Agreement; and 
 WHEREAS, pursuant to Section 5.5 of the Registration
Rights Agreement, the Registration Rights Agreement may only be amended or modified by written consent of the Company and a majority in interest of the Registrable Securities. 

NOW, THEREFORE, in exchange for good and valuable consideration including, without limitation, the mutual covenants contained herein,
the sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Holders hereby agree as follows: 

1. Amendment to Section 2.4. Section 2.4 of the Registration Rights Agreement is hereby amended to delete the last sentence thereof in
its entirety. 
 2. Acknowledgement. The parties hereto and thereto acknowledge that except for the amendment expressly set forth in
this Amendment, all other terms and conditions of the Registration Rights Agreement shall be unaffected hereby and remain in full force and effect, including, without limitation, the terms of the Founder Lock-Up Period and Placement Unit Lock-Up
Period. The parties hereby reaffirm, ratify and confirm their respective obligations, covenants and agreements under the Registration Rights Agreement. 

3. Miscellaneous. 
 3.1
This Amendment may be executed and delivered (including by facsimile or .pdf transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement. 







 3.2 To the extent that any provision of the Registration Rights Agreement needs to be waived or
amended in order to allow the amendment made herein to be effective, such provisions are hereby waived and/or amended to the extent necessary to allow for the amendment made herein to be effective. 

3.3 This Amendment and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in
accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in such state, without giving effect to the choice or conflict of law principles thereof. 

3.4 On or after the date of this Amendment, each reference in the Registration Rights Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein” or words of like import referring to the Registration Rights Agreement shall mean and be a reference to the Registration Rights Agreement as amended by this Amendment, and this Amendment
shall be deemed to be a part of the Registration Rights Agreement. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first
written above. 
  

			
	
	COMPANY:
	
	JASON INDUSTRIES, INC.
		
	By: 	 	/s/ David C. Westgate
	 Name: David C. Westgate

	 Title: Chief Executive Officer

	
	 HOLDERS:

	
	 QUINPARIO PARTNERS I, LLC

	
	 By: Quinpario Partners LLC, its managing member

		
	By: 	 	/s/ Jeffry N. Quinn
	 Name: Jeffry N. Quinn

	 Title:   Managing Member

		
		 	/s/ James P. Heffernan
		 	 JAMES P. HEFFERNAN

		
		 	/s/ Edgar G. Hotard
		 	 EDGAR G. HOTARD

		
		 	 /s/ Walter Thomas Jagodinski

		 	 WALTER THOMAS JAGODINSKI

		
		 	 /s/ Dr. James Rutledge

		 	 DR. JAMES RUTLEDGE




  
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	 /s/ Ilan Kaufthal

	 ILAN KAUFTHAL

	
	 /s/ Richa Bansal

	 RICHA BANSAL

	
	 /s/ Carman Diebold

	 CARMAN DIEBOLD

	
	 /s/ Ashish Gupta

	 ASHISH GUPTA

	
	 /s/ Michael C. Krull

	 MICHAEL C. KRULL

	
	 /s/ Kerry L. Merryman

	 KERRY L. MERRYMAN

	
	 /s/ Elizabeth A. Reid

	 ELIZABETH A. REID




  
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