Exhibit
10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Agreement is made as of ________, 2014 by and between Quinpario Acquisition Corp. 2 (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333-198988 (“Registration Statement”) for its initial
public offering of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”)
by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the Registration Statement); and


 


WHEREAS,
Deutsche Bank Securities Inc. and Cantor Fitzgerald & Co. (the “Underwriters”) are acting as the underwriters
in the IPO; and


 


WHEREAS,
simultaneously with the IPO, the Company’s sponsor and its designees will be purchasing an aggregate of 18,000,000 warrants
at $0.50 per warrant for a total purchase price of $9,000,000 (or up to 20,100,000 warrants at $0.50 per warrant for a total purchase
price of up to $10,050,000 if the Underwriters’ over-allotment option is exercised in full) in a private placement (“Private
Placement”).


 


WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation,
$350,000,000 of the gross proceeds of the IPO and the Private Placement ($402,500,000 if the over-allotment option is exercised
in full) will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company and the holders
of the Company’s common stock, par value $.0001 per share (“Common Stock”), issued in the IPO as hereinafter
provided (the amount to be delivered to the Trustee will be referred to herein as the “Property”; the stockholders
for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public
Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $12,250,000, or $14,087,500 if the Underwriters’
over-allotment option is exercised in full is attributable to deferred underwriting discounts and commissions that may be payable
by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property;


 






    	 



    	 



    

 


IT
IS AGREED:


 


1.Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust
Account”) established by the Trustee at JPMorgan Chase Bank NA in the United States, maintained by Trustee, and at a brokerage
institution selected by the Trustee that is satisfactory to the Company;


 


(b)Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)In
a timely manner, upon the instruction of the Company, invest and reinvest the Property (i) in United States government treasury
bills, notes or bonds having a maturity of 180 days or less and/or (ii) in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined
by the Company;


 


(d)Collect
and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)Notify
the Company and the Underwriters of all communications received by it with respect to any Property requiring action by the Company;


 


(f)Supply
any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of
its tax returns;


 


(g)Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)Render
to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements
of the Trust Account; and


 


(i)Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant
Secretary, affirmed by counsel for the Company and, in the case of a Termination Letter in a form substantially similar to that
attached hereto as Exhibit A, acknowledged and agreed to by the Underwriters, and complete the liquidation of the Trust Account
and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to
therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the time period
set forth in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time
(“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date. The provisions of this Section
1(i) may not be modified, amended or deleted under any circumstances.


 






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(j)
Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof)
or such over-allotment expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which
shall in no event be less than $12,250,000.


 


(k)Distribute
upon receipt of an Amendment Notification Letter (defined below), to Public Stockholders who exercised their conversion rights
in connection with an Amendment (defined below) an amount equal to the pro rata share of the Property relating to the shares of
Common Stock for which such Public Stockholders have exercised conversion rights in connection with such Amendment.


 


2.Limited
Distributions of Income from Trust Account.


 


(a)Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested
by the Company to cover any income or other tax obligation owed by the Company.


 


(b)Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested
by the Company to cover expenses related to investigating and selecting a target business and other working capital requirements;
provided, however, that the Company will not be allowed to withdraw interest income earned on the Trust Account
unless there is an amount of interest income available in the Trust Account sufficient to pay the Company’s tax obligations
on such interest income or otherwise then due at that time.


 


(c)The
limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. Except
as provided in Section 2(a), and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance
with Sections 1(i) and 1(k) hereof.


 


(d)The
Company shall provide the Underwriters with a copy of any Termination Letters and/or any other correspondence that it issues to
the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


3.Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Vice Chairman of the
Board, Chief Executive Officer, President or Chief Financial Officer. In addition, except with respect to its duties under paragraphs
1(i), 2(a) and 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic
advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;


 






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(b)Subject
to the provisions of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against,
any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with
any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or
the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s
bad faith, gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph,
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee
shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain
the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee
may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 


(c)Pay
the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections
2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time.
It is expressly understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee
shall be deducted by the Trustee from the disbursements made to the Company pursuant to Sections 1(i) solely in connection with
the consummation of a Business Combination, or pursuant to Section 2(b). The Company shall pay the Trustee the initial acceptance
fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date;


 


(d)In
connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying
the vote of the Company’s stockholders regarding such Business Combination; and


 


(e)In
the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company
agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


(f)If
the Company seeks to amend any provisions of its amended and restated certificate of incorporation relating to stockholders’
rights or pre-Business Combination activity (including the time within which the Company has to complete a Business Combination)
(in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification
Letter”) in the form of Exhibit E providing instructions for the distribution of funds to Public Stockholders who exercise
their conversion option in connection with such Amendment.


 






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4.Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)Take
any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability
to any party except for liability arising out of its own bad faith, gross negligence or willful misconduct;


 


(b)Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)Change
the investment of any Property, other than in compliance with paragraph 1(c);


 


(d)Refund
any depreciation in principal of any Property;


 


(e)Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons.
The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement
or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties
and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g)Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by
the Company or any other action taken by it is as contemplated by the Registration Statement; and


 






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(h)File
local, state and/or Federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee
statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income
earned on the Property.


 


(i)Pay
any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section
2(a) hereof).


 


(j)Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein.


 


(k)Verify
calculations, qualify or otherwise approve Company requests for distributions pursuant to Section 1(i), 1(k), 2(a) or 2(b) above.


 


5.Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account


 


6.Termination.
This Agreement shall terminate as follows:


 


(a)If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject
to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety days
of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever for any events occurring or actions taken after such deposit;
or


 






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(b)At
such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Paragraph 3(b).


 


7.Miscellaneous.


 


(a)The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to
funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In executing
funds transfers, the Trustee will rely upon all information supplied to it by the Company, including account names, account numbers
and all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary bank. The Trustee shall
not be liable for any loss, liability or expense resulting from any error in the information or transmission of the wire.


 


(b)This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. It
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.


 


(c)This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Section 1(i) (which may not be amended under any circumstances), this Agreement or any provision hereof may only be changed,
amended or modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification
may be made without the prior written consent of the Underwriters. As to any claim, cross-claim or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury. The Trustee may require from Company counsel an opinion as to
the propriety of any proposed amendment.


 


(d)The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder.


 


(e)Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery,
by facsimile transmission or email transmission:


 


if
to the Trustee, to:


 


Continental
Stock Transfer


   &
Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Steven G. Nelson, Chairman, and Frank A. DiPaolo, CFO


Fax
No.: (212) 509-5150


Email:
steven.nelson@continentalstock.com and


              fdipaolo@continentalstock.com


  






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if
to the Company, to:


 


Quinpario
Acquisition Corp. 2


12935
N. Forty Drive, Suite 201


St.
Louis, MO 63141


Attn:
Jeffry N. Quinn, Chairman


Fax
No.: (775) 206-7966


Email:
jnquinn@quinngroupllc.com


 


in
either case with a copy to:


 


Cantor
Fitzgerald & Company


499
Park Avenue


New
York, New York 10022


Attn:
David Batalion


Fax
No.: (212) 829-4972


Email:
dbatalion@cantor.com


 


and


 


Deutsche
Bank Securities Inc.


60
Wall Street


New
York, NY 10005


Attn:
Ravi Raghunathan and Michael Tomaino


Fax
No.: (646) 666-3375


Email:
ravi.raghunathan@db.com and michael.tomaino@db.com


 


and


 


Graubard
Miller


405
Lexington Avenue


New
York, New York 10174


Attn:
David Alan Miller, Esq. and Jeffrey M. Gallant, Esq.


Fax No.: (212) 818-8881


Email:
dmiller@graubard.com and jgallant@graubard.com


 






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and


 


Kirkland
& Ellis LLP


601
Lexington Avenue


New
York, NY 10022


Attn:
Christian O. Nagler, Esq.


Fax
No.: (212) 446-6460


Email:
cnagler@kirkland.com


 


(f)This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g)Each
of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance. In the event that the Trustee has a claim against the Company under this Agreement,
the Trustee will pursue such claim solely against the Company and not against the Property held in the Trust Account.


 


(h)Each
of the Company and the Trustee hereby acknowledge that the Underwriters are third party beneficiaries of this Agreement.


 


[Signature
Page Follows]


 












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IN WITNESS
WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 	 
	 	By:
    	 
	 		Name:	Frank
    A. Di Paolo
	 		Title:	Trust
    Officer
	 	 	 	 
	 	QUINPARIO
    ACQUISITION CORP. 2
	 	 	 	 
	 	By:
    	 
	 		Name:	D.
    John Srivisal
	 		Title:	Chief
    Executive Officer





 






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SCHEDULE
A


 


	Fee
    Item	 	Time
    and method of payment 	 	Amount
	Initial
    acceptance fee	 	Initial
    closing of IPO by wire transfer 	 	$2,000
	Annual
    fee	 	First
    year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer
    or check	 	$10,000
	Transaction
    processing fee for disbursements to Company under Section 2	 	Deduction
    by Trustee from accumulated income following disbursement made to Company under Section 2	 	$250
	Paying
    Agent services as required pursuant to section 1(i) 	 	Billed
    to Company upon delivery of service pursuant to section 1(i) 	 	Prevailing
rates

         



 



    	11



    	 



    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


                     [Insert
date]


 


Continental
Stock Transfer


  & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Steven Nelson and Frank DiPaolo


 


Re:Trust
Account No. - Termination Letter


 


Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Quinpario Acquisition Corp. 2 (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2014 (“Trust Agreement”),
this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________
(“Target Business”) to consummate a business combination with Target Business (“Business Combination”)
on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation
of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________
and to transfer the proceeds to the above-referenced account at __________
 to the effect that, on the Consummation Date, all of
funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct
on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution,
the Company will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has
been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies
the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) joint written
instructions from it and _____ with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred
Discount from the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds
held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with
the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the
Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such
funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of
all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.


 






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In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the
business day immediately following the Consummation Date as set forth in the notice.


 


	 	Very
    truly yours,
	 	 	 
	 	QUINPARIO
    ACQUISITION CORP. 2
	 	 	 
	 	By:	
	 	 	
	 	By:	


 


AGREED
TO AND


ACKNOWLEDGED
BY


 


DEUTSCHE
BANK SECURITIES INC.


 


	By:	 	 


 


CANTOR
FITZGERALD & CO.


 


	By:	 	 


 






    	13



    	 



    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


                     [Insert
date]


 


Continental
Stock Transfer


   & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Steven Nelson and Frank DiPaolo


 


Re:Trust
Account No. - Termination Letter


 


Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Quinpario Acquisition Corp. 2 (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2014 (“Trust Agreement”),
this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time
frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s
prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the
Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________
and to transfer the total proceeds to the Trust Checking Account at ______________
 to await distribution to the Public Stockholders.
The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders entitled
to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation
proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity
as Paying Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement
and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust
Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very
    truly yours,
	 	 
	 	QUINPARIO
    ACQUISITION CORP. 2
	 	 	 
	 	By:	 
	 	 	 
	 	By:	 


 


cc:
Deutsche Bank Securities Inc.; Cantor Fitzgerald & Co.


 









    	14



    	 



    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


                     [Insert
date]


 


Continental
Stock Transfer


   & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Frank Di Paolo and Cynthia Jordan


 


Re:Trust
Account No.


 


Gentlemen:


 


Pursuant
to paragraph 2(a) of the Investment Management Trust Agreement between Quinpario Acquisition Corp. 2 (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2014 (“Trust Agreement”),
the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date
hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you
are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the
Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	QUINPARIO
    ACQUISITION CORP. 2
	 	 	 
	 	By:	 
	 	 	 
	 	By:	 


 


cc:
Deutsche Bank Securities Inc.; Cantor Fitzgerald & Co.


 












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EXHIBIT
D


  


[Letterhead
of Company]


 


                     [Insert
date]


 


Continental
Stock Transfer


   & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Frank Di Paolo and Cynthia Jordan


 


Re:Trust
Account No. 


 


Gentlemen:


 


Pursuant
to paragraph 2(b) of the Investment Management Trust Agreement between Quinpario Acquisition Corp. 2 (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2014 (“Trust Agreement”),
the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date
hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other
working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer
(via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very
    truly yours,
	 	 
	 	QUINPARIO
    ACQUISITION CORP. 2
	 	 	 
	 	By:	 
	 	 	 
	 	By:	 


  


cc:
Deutsche Bank Securities Inc.; Cantor Fitzgerald & Co.





 






    	16



    	 



    

 


EXHIBIT
E


 


[Letterhead
of Company]


 


                     [Insert
date]


 


Continental
Stock Transfer


    & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Steven Nelson and Frank DiPaolo


 


Re:Trust
Account No. [________] - Termination Letter


 


Gentlemen:


 


Reference
is made to the Investment Management Trust Agreement between Quinpario Acquisition Corp. 2 (“Company”) and Continental
Stock Transfer & Trust Company, dated as of _______, 2014 (“Trust Agreement”). Capitalized words used herein and
not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant
to Section 1(k) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance
with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account on [     ] and to transfer $_____ of
the proceeds of the Trust to the checking account at [     ] for distribution to the stockholders that have requested conversion of
their shares in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed.


 


	 	Very
    truly yours,
	 	 
	 	QUINPARIO
    ACQUISITION CORP. 2
	 	 	
	 	By:	
	 		 
	 	By:	 


 


cc:
Deutsche Bank Securities Inc.; Cantor Fitzgerald & Co.


 


 


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