Exhibit 4.4


 


WARRANT
AGREEMENT


 


Agreement
made as of ___________, 2014 between Quinpario Acquisition Corp. 2, a Delaware corporation, with offices at 12935 N. Forty Drive,
Suite 201, St. Louis, MO 63141 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation,
with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).


 


WHEREAS,
the Company has received binding commitments from its sponsors (as defined in the Registration Statement) and/or its designees
to purchase up to an aggregate of 20,100,000 warrants (“Private Warrants”) to purchase one-half of one share of the
Company’s common stock, par value $0.0001 per share (“Common Stock”), at $5.75 per half share, subject to adjustment
as described herein, upon consummation of such private placement (“Private Offering”); and


 


WHEREAS,
the Company may issue up to an additional 3,000,000 Private Warrants to purchase one-half of one share of the Company’s
Common Stock at $5.75 per half share, subject to adjustment as described herein, in satisfaction of certain working capital loans
made by the Company’s officers, directors, sponsors and affiliates; and


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of Units and, in connection therewith, will issue
and deliver up to 40,205,000 warrants to purchase one-half of one share of the Company’s common stock, par value $0.0001
per share, at $5.75 per half share, subject to adjustment as described herein (“Public Warrants” and together with
the Private Warrants, the “Warrants”) to the public investors in the Company’s proposed initial public offering
(“IPO”); and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
No. 333-198988 (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”)
of, among other securities, the Public Warrants to be issued in the IPO; and


 






    	 



    	 



    

 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth
in this Agreement.


 


2.Warrants.


 


2.1.Form
of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the
Board or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of
the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased
to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same
effect as if he or she had not ceased to be such at the date of issuance. All of the Public Warrants shall initially be represented
by one or more book-entry certificates deposited with The Depository Trust Company (the “Depositary”) and registered
in the name of Cede & Co., a nominee of the Depositary (each a “Book-Entry Warrant Certificate”).


 






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2.2.Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and
be represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or
the facilities of the Depositary or other book-entry depositary system, in each case as determined by the Board of Directors of
the Company or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect as a certificated
Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.


 


2.3.Effect
of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid
and of no effect and may not be exercised by the holder thereof.


 


2.4.Registration.


 


2.4.1.Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and
register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on, and
the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry
Warrant Certificate, or (ii) institutions that have accounts with the Depositary. 


 



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2.4.2.Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant shall be registered upon the Warrant Register (“registered holder”) as
the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.5.Detachability
of Warrants. The securities comprising the Units will not be separately transferable until the fifty-second (52nd)
day after the date hereof or, if such 52nd day is not on a day on which banks in New York City are generally open for
business (including Saturdays, Sundays or federal holidays) (a “Business Day”), then on the immediately succeeding
Business Day following such date, unless Deutsche Bank Securities Inc. informs the Company of its decision to allow earlier separate
trading, but in no event will separate trading of the securities comprising the Units begin until (i) the Company files a Current
Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the
Public Offering and (ii) the Company issues a press release and files a Current Report on Form 8-K announcing when such separate
trading shall begin.


 


2.6Private
Warrant Attributes. The Private Warrants will be issued in the same form as the Public Warrants but they (i) will be exercisable
either for cash or on a cashless basis at the holder’s option pursuant to Section 3.3.1(c) and (ii) will not be redeemable
by the Company, in either case as long as such warrants are held by the initial purchasers or their affiliates and permitted transferees
(as prescribed in Section 5.6 hereof). The provisions of this Section 2.6 may not be modified, amended or deleted without the
prior written consent of Deutsche Bank Securities Inc. and Cantor Fitzgerald & Co.


 






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3.Terms
and Exercise of Warrants


 


3.1.Warrant
Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the
provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated
therein, at the price of $11.50 per whole share, subject to the adjustments provided in Section 4 hereof and in the last sentence
of this Section 3.1. The term “Warrant Price” as used in this Warrant Agreement refers to the price per share at which
shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant
Price at any time prior to the Expiration Date (as defined below) for a period of not less than 10 Business Days; provided, however,
that the Company shall provide at least 10 Business Days prior written notice of such reduction to registered holders of the Warrants;
provided, further, however, that any such reduction shall be applied consistently to all of the Warrants.


 


3.2.Duration
of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of
___________, 2015 and 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business
Combination”) (as described more fully in the Registration Statement), and terminating at 5:00 p.m., New York City time
on the earlier to occur of (i) five years after the consummation by the Company of a Business Combination, (ii) the liquidation
of the Company, and (iii) the Redemption Date as provided in Section 6.2 of this Agreement (“Expiration Date”); provided,
however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in Section
7.4 below. Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant
not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof
under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide written notice
to registered holders of the Warrants of such extension of not less than 20 days.


 






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3.3.Exercise
of Warrants.


 


3.3.1.Payment.
Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be
exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor
as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant,
duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised
and any and all applicable taxes due in connection with the exercise of the Warrant, as follows:


 


(a)in
cash, good certified check or good bank draft payable to the order of the Company (or as otherwise agreed to by the Company);
or


 


(b)in
the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to require all holders
of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares
of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying
the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by
(y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average
reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which
the notice of redemption is sent to holders of Warrant pursuant to Section 6 hereof; or


 


(c)with
respect to any Private Warrants, so long as such Private Warrants are held by the initial purchasers or their affiliates and permitted
transferees (as prescribed in Section 5.6 hereof), by surrendering such Private Warrants for that number of shares of Common Stock
equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied
by the difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value;
provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is higher than the exercise price.
Solely for purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price
of the Common Stock for the 10 trading days ending on the day prior to the Company’s receipt of the applicable exercise
notice; or


 






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(d)in
the event the post-effective amendment or registration statement required by Section 7.4 hereof is not effective and current,
then during the period beginning on the 91st day after the closing of the Business Combination and ending upon the
effectiveness of such post-effective amendment or registration statement, and during any other period after such date of effectiveness
when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable
upon exercise of the Warrants, by surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained
by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between
the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that
no cashless exercise shall be permitted unless the Fair Market Value is higher than the exercise price. Solely for purposes of
this Section 3.3.1(d), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock
for the 10 trading days ending on the day prior to the date of exercise.


 


3.3.2.Issuance
of Certificates. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the
Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates for the
number of full shares of Common Stock to which he is entitled, registered in such name or names as may be directed by him, her
or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which
such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash
settle the Warrant exercise. Warrants may not be exercised by, or securities issued to, any registered holder in any state in
which such exercise would be unlawful.


 






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3.3.3.Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall
be validly issued, fully paid and nonassessable.


 


3.3.4.Date
of Issuance. Each person in whose name any such certificate for Common Stock is issued shall for all purposes be deemed to
have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price
was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is
a date when the share transfer books of the Company are closed, such person shall be deemed to have become the holder of such
shares at the close of business on the next succeeding date on which the share transfer books are open.


 


3.3.5.Maximum
Percentage. A holder of Warrants may notify the Company in writing in the event it elects to be subject to the provisions
contained in this Section 3.3.5. No holder of Warrants shall be subject to this Section 3.3.5 unless it makes such election. If
election is made by a holder, the Company shall not effect the exercise of this Warrant, and such holder shall not have the right
to exercise this Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates) would beneficially own in excess of nine and eight-tenths percent (9.8%) (the “Maximum Percentage”) of
the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of
shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being
made, but shall exclude shares of Common Stock which would be issuable upon (x) exercise of the remaining, unexercised portion
of this Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation,
any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes
of this Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding
shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Form 8-K or other public filing
with the SEC as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or
the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written
or oral request of the holder, the Company shall within two (2) Business Days confirm orally and in writing to the holder the
number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the Company by the holder and its affiliates since the date
as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder may from
time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice;
provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 






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4.Adjustments.


 


4.1.Stock
Dividends - Split Ups. If after the date hereof, the number of outstanding shares of Common Stock is increased by a stock
dividend payable in Common Stock, or by a split up of the Common Stock, or other similar event, then, on the effective date of
such stock dividend, split up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall
be increased in proportion to such increase in outstanding shares of Common Stock. A rights offering to all holders of the Common
Stock entitling holders to purchase Common Stock at a price less than the “Fair Market Value” (as defined below) shall
be deemed a stock dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock
actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible
into or exercisable for the Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock
paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1, (i) if the rights offering
is for securities convertible into or exercisable for the Common Stock, in determining the price payable for the Common Stock,
there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise
or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Common Stock as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the Common Stock trades on the
applicable exchange or in the applicable market, regular way, with the right to receive such rights.


 






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4.2.Aggregation
of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination,
reverse share split or reclassification of the Common Stock or other similar event, then, on the effective date of such consolidation,
combination, reverse share split, reclassification or similar event, the number of shares of Common Stock issuable on exercise
of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.


 


4.3Extraordinary
Dividends.  If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding
and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Common Stock
on account of such shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible),
other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion
rights of the holders of the Common Stock in connection with a proposed initial Business Combination, (d) as a result of the repurchase
of shares of Common Stock by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment
Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith or (e) in connection with the
Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such
non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased,
effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value
(as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each share
of the Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other
cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration of
such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this
Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number
of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units
in the Offering).


 






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4.4Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted,
as provided in Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant
Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock
purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be
the number of shares of Common Stock so purchasable immediately thereafter.


 


4.5.Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common
Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets
or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved,
the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s)
immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1
or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.4 and this Section 4.5. The provisions of
this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales
or other transfers.


 






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4.6.Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from
such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon
the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, then, in any such event, the Company shall give written
notice to each Warrant holder, at the last address set forth for such holder in the warrant register, of the record date or the
effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of
such event.


 


4.7.No
Fractional Shares. Notwithstanding any provision contained in this Warrant Agreement to the contrary, the Company shall not
issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company
shall, upon such exercise, round up to the nearest whole number the number of the shares of Common Stock to be issued to the Warrant
holder.


 






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4.8.Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the
form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter
issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so
changed.


 


4.9Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of
this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid
an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing,
which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if such firm determines that an adjustment is necessary, the terms of such adjustment.
The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


5.Transfer
and Exchange of Warrants.


 


5.1.Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by
appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the
Warrant Agent to the Company from time to time upon request.


 


5.2.Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered
holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event
that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue
new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such
transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 






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5.3.Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in
the issuance of a warrant certificate for a fraction of a warrant.


 


5.4.Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5.Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6.Private
Warrants. The Warrant Agent shall not register any transfer of Private Warrants until 30 days after the consummation by the
Company of a Business Combination, except for transfers (1) amongst the holders thereof, to the Company’s officers, directors
and employees or to a holder’s officers, directors, members, employees and affiliates, (2) to relatives and trusts for estate
planning purposes, (3) by virtue of the laws of descent and distribution upon death, (4) pursuant to a qualified domestic relations
order, (5) by pledges to secure obligations incurred in connection with purchases of the Company’s securities, (6) by private
sales made at or prior to the consummation of an initial Business Combination at prices no greater than the price at which the
Private Warrants were originally purchased or (7) to the Company for no value for cancellation in connection with the consummation
of an initial Business Combination, in each case (except for clause 7) on the condition that prior to such registration for transfer,
the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian
for such transferee agrees to be bound by the restrictions on transfer set forth in the Subscription Agreement pursuant to which
the original holder of the Private Warrants purchased such securities.


 






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6.Redemption.


 


6.1.Redemption.
Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at
any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice referred
to in Section 6.2, at the price of $.01 per Warrant (“Redemption Price”), provided that the last sales price of the
Common Stock has been at least $24.00 per share (subject to adjustment in accordance with Section 4 hereof), on each of twenty
(20) trading days within any thirty (30) trading day period (“30-Day Trading Period”) ending on the third Business
Day prior to the date on which notice of redemption is given and provided further that there is a current registration statement
in effect with respect to the shares of Common Stock underlying the Warrants commencing five Business Days prior to the 30-Day
Trading Period and continuing each day thereafter until the Redemption Date (defined below).


 


6.2.Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants, the Company shall
fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than 30 days prior to the Redemption Date to the registered holders of the Warrants to be redeemed
at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall
be conclusively presumed to have been duly given whether or not the registered holder received such notice.


 






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6.3.Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2
hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to exercise their
Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information
necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including the “Fair
Market Value” in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights
except to receive, upon surrender of the Warrants, the Redemption Price.


 


7.Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1.No
Rights as Shareholder. A Warrant does not entitle the registered holder thereof to any of the rights of a shareholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors
of the Company or any other matter.


 


7.2.Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or
not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3.Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares
of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 






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7.4.Registration
of Common Stock. The Company agrees that as soon as practicable, but in no event later than the closing of a Business Combination,
it shall use its best efforts to file with the SEC a post-effective amendment to the Registration Statement, or a new registration
statement, for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall
use its best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially
offered by the Company, the shares of Common Stock issuable upon exercise of the Warrants. In either case, the Company will use
its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until
the expiration of the Warrants in accordance with the provisions of this Agreement. In addition, the Company agrees to use its
best efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders
to the extent an exemption is not available. If any such post-effective amendment or registration statement has not been declared
effective by the 90-day anniversary following the closing of the Business Combination, holders of the Warrants shall have the
right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such
post-effective amendment or registration statement being declared effective by the SEC, and during any other period after such
date of effectiveness when the Company shall fail to have maintained an effective registration statement covering the shares of
Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined
in accordance with Section 3.3.1(d). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which
shall be an outside law firm with securities law experience) stating that (i) the issuance of shares of Common Stock upon exercise
of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii)
the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who
is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required
to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless
basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences
of this Section 7.4.


 


8.Concerning
the Warrant Agent and Other Matters.


 


8.1.Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 






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8.2.Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1.Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant
(who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the
Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing
under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and
State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination
by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant
Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant
Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all
the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 






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8.2.2.Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


8.2.3.Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.


 


8.3.Fees
and Expenses of Warrant Agent.


 


8.3.1.Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will
reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its
duties hereunder.


 


8.3.2.Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent
for the carrying out or performing of the provisions of this Agreement.


 


8.4.Liability
of Warrant Agent.


 


8.4.1.Reliance
on Company Statement. Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the Chief Executive Officer or Chairman of the Board of the Company
and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith
by it pursuant to the provisions of this Agreement.


 






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8.4.2.Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant
Agent’s gross negligence, willful misconduct, or bad faith.


 


8.4.3.Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity
or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of
any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Common Stock to be issued pursuant to this Agreement or any Warrant
or as to whether any Common Stock will when issued be valid and fully paid and nonassessable.


 


8.5.Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of Common Stock
through the exercise of Warrants.


 






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8.6Waiver.
The Warrant Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


9.Miscellaneous
Provisions.


 


9.1.Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.


 


9.2.Notices.
Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the holder
of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent
by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until
another address is filed in writing by the Company with the Warrant Agent), as follows:


 


Quinpario
Acquisition Corp. 2


12935 N.
Forty Drive, Suite 201


St. Louis,
MO 63141


Attn: Chief
Executive Officer


 


Any notice,
statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the
Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Warrant Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


17 Battery
Place


New York,
New York 10004


Attn: Compliance
Department


 






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with a copy
in each case to:


 


Graubard
Miller


The Chrysler
Building


405 Lexington
Avenue


New York,
New York 10174


Attn: David
Alan Miller, Esq.


 


and


 


Kirkland
& Ellis LLP


601 Lexington
Avenue


New York,
NY 10022


Attn:
Christian O. Nagler, Esq. 


 


9.3.Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by 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. The Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 






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9.4.Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto
and the registered holders of the Warrants, any right, remedy, or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and
assigns and of the registered holders of the Warrants.


 


9.5.Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant
Agent may require any such holder to submit his Warrant for inspection by it.


 


9.6.Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7.Effect
of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not
affect the interpretation thereof.


 


9.8Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and
that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments,
including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote
of the registered holders of a majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower
the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent
of the registered holders.


 






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9.9Severability.
This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in
lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of
this Warrant Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid
and enforceable.


 






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IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	QUINPARIO
    ACQUISITION CORP. 2
	 	 	 	 
	 	By:	/s/ D. John Srivisal
	 		Name:
    	D.
    John Srivisal
	 		Title:	Chief
    Executive Officer
	 	 	 	 
	 	CONTINENTAL
    STOCK TRANSFER
	 	&
    TRUST COMPANY
	 	 	 	 
	 	By:	/s/ Monty Harry
	 		Name:	Monty
    Harry
	 		Title:	Vice
    President


 


 


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