Exhibit 4.2


 


	NUMBER	SHARES
	 	 
	        ______C	 







 


QUINPARIO
ACQUISITION CORP. 2


 


INCORPORATED
UNDER THE LAWS OF DELAWARE


 


COMMON
STOCK


 


SEE
REVERSE FOR

CERTAIN DEFINITIONS


 


	This Certifies that	CUSIP
	 	 
	is
the owner of	 




 


FULLY
PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $.0001 EACH OF


 


QUINPARIO
ACQUISITION CORP. 2


 


transferable
on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed. 


The
Company will be forced to liquidate if it is unable to complete an initial business combination within twenty-four months from
the closing of the Company’s initial public offering, all as more fully described in the Company’s final prospectus
dated ________, 2014.


This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.


Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.


 


Dated:


 


	 		
	CHAIRMAN	 	SECRETARY
	 	 	 




 






    	 



    	 



    

 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 


	 	TEN COM –	as tenants in common	UNIF
GIFT MIN ACT - 	_____ Custodian ______
	 	TEN ENT – 	as tenants by the entireties	 	
(Cust)                   (Minor)
	 	JT TEN – 	as joint tenants with right
of survivorship	 	under Uniform Gifts to Minors
	 	 	and not as tenants in common	 	 Act ______________
	 	 	 	 	              (State)








Additional
Abbreviations may also be used though not in the above list.


 


Quinpario
Acquisition Corp. 2


 


The
Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be
held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board
of Directors providing for the issue of Preferred Shares (copies of which may be obtained from the secretary of the Company),
to all of which the holder of this certificate by acceptance hereof assents.


 


For
value received, ___________________________ hereby sell, assign and transfer unto


 


	PLEASE INSERT SOCIAL SECURITY OR OTHER	 
	IDENTIFYING NUMBER OF ASSIGNEE 	 






 


	 

                                                                                                 
	 


 


 





	(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


	 
	 









	 	 shares



 


of
the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint


 





	 	 Attorney



 





to
transfer the said stock on the books of the within named Company will full power of substitution in the premises.


 





	Dated	 	 	 	 
	 	 	 	 
	 	 	 	Notice:	The
                                         signature to this assignment must correspond with the name as written upon the face of
                                         the certificate in every particular, without alteration or enlargement or any change
                                         whatever.



 


Signature(s)
Guaranteed:


 





	 	 	 



THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION


(BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH


MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,


PURSUANT
TO S.E.C. RULE 17Ad-15).



 


The holder
of this certificate shall be entitled to receive funds from the trust fund only in the event of the Company’s liquidation
upon failure to consummate a business combination or if the holder seeks to convert his respective shares of Common Stock upon
consummation of such business combination. In no other circumstances shall the holder have any right or interest of any kind in
or to the trust fund.