Exhibit 10.1


 


INSIDER
LETTER AGREEMENT


 


____________
__, 2014


 


Quinpario
Acquisition Corp. 2


12935 N.
Forty Drive, Suite 201


St. Louis,
MO 63141


 


Deutsche
Bank Securities Inc.


60 Wall
Street, 4th Floor


New York,
New York 10005


 


Cantor
Fitzgerald & Co.


499
Park Avenue


New
York, New York 10022


 


	 	Re:	Initial Public Offering




 


Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Quinpario Acquisition Corp. 2, a Delaware corporation (the “Company”), and
Deutsche Bank Securities Inc. and Cantor Fitzgerald & Co., as Representatives (together the “Representatives”)
of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten
initial public offering (the “IPO”) of the Company’s units (the “Units”),
each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
and one warrant (“Warrant”) to purchase one-half of one share of Common Stock at a price of $5.75 per
half share, subject to adjustment as described in the prospectus. Certain capitalized terms used herein are defined in paragraph
14 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:


 


1.If
the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock
beneficially owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 






    	 



    	 



    

 


2.(a)
In the event that the Company fails to consummate a Business Combination within the required time period set forth in the Certificate
of Incorporation, the undersigned shall take all reasonable steps to (i) cause the Company to cease all operations except for
the purpose of winding up, (ii) as promptly as possible, but no more than ten business days after the expiration of such period,
cause the Trust Fund to be liquidated and distributed to the holders of IPO Shares and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Company’s remaining holders of Common Stock and the Board of Directors,
cause the Company to dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law.


 


(b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund
and any remaining net assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares [or
Private Warrants (and the underlying shares of Common Stock)] (“Claim”) and hereby waives any Claim
the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will
not seek recourse against the Trust Fund for any reason whatsoever.


 


[(c)
In the event of the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any
and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim
whatsoever) which the Company may become subject as a result of any claim by any vendor or other person who is owed money by the
Company for services rendered or products sold or contracted for, but only to the extent necessary to ensure that such loss, liability,
claim, damage or expense does not reduce the amount of funds in the Trust Fund; provided that such indemnity shall not
apply if such vendor or other person has executed an agreement waiving any claims against the Trust Fund.]1


 


3.The
undersigned agrees that until 30 days after date the Company consummates a Business Combination, the undersigned’s Private
Warrants will be subject to the transfer restrictions described in the Subscription Agreement relating to the undersigned’s
Private Warrants.


 





 






1 To be included
for Quinpario Partners LLC Letter only.



 






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4.In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present
to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire
a target business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company,
subject to any pre-existing fiduciary or contractual obligations the undersigned might have.


 


5.The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated
with, or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction
must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
from an independent investment banking firm that such Business Combination is fair to the Company’s unaffiliated stockholders
from a financial point of view.


 


6.Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and will not accept any compensation or other cash payment prior to or in connection with the consummation of the Business Combination[;
provided that the Company shall be allowed to (i) repay a non-interest bearing loan in an aggregate amount of up to $300,000
made to the Company by the undersigned to cover the IPO expenses and (ii) pay $10,000 per month to Quinpario Partners, LLC, an
affiliate of the undersigned, for office space and related services]2; provided [further] that the
Company shall be allowed to repay working capital loans made by the undersigned to the Company in cash upon consummation of the
Business Combination or, at the undersigned’s discretion, with respect to up to an aggregate of $1,500,000 of working capital
loans from all lenders, by converting such loans into additional Private Warrants at a price of $0.50 per Private Warrant, as
more fully described in the Registration Statement. Notwithstanding the foregoing, the undersigned and any affiliate of the undersigned
shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying,
investigating and consummating a Business Combination.


 


7.Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 





 






2
To be included for Quinpario Partners 2, LLC/Quinpario Partners, LLC letters only.


 






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8.The
undersigned agrees to be the _________ of the Company until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and the
Representatives is true and accurate in all material respects. The undersigned’s FINRA Questionnaire previously furnished
to the Company and the Representatives is true and accurate in all material respects. The undersigned represents and warrants
that:


 


		(a)	he/she/it
                                         has never had a petition under the federal bankruptcy laws or any state insolvency law
                                         been filed by or against (i) him/her/it or any partnership in which he/she/it was a general
                                         partner at or within two years before the time of filing; or (ii) any corporation or
                                         business association of which he/she/it was an executive officer at or within two years
                                         before the time of such filing;
	 	 	 
		(b)	he/she/it
                                         has never had a receiver, fiscal agent or similar officer been appointed by a court for
                                         his/her/its business or property, or any such partnership;
	 	 	 
		(c)	he/she/it
                                         has never been convicted of fraud in a civil or criminal proceeding;
	 	 	 
		(d)	he/she/it/
                                         has never been convicted in a criminal proceeding or named the subject of a pending criminal
                                         proceeding (excluding traffic violations and minor offenses);
	 	 	 
		(e)	he/she/it
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
                                         enjoining or otherwise limiting him/her/it from (i) acting as a futures commission merchant,
                                         introducing broker, commodity trading advisor, commodity pool operator, floor broker,
                                         leverage transaction merchant, any other person regulated by the Commodity Futures Trading
                                         Commission (“CFTC”) or an associated person of any of the foregoing, or as
                                         an investment adviser, underwriter, broker or dealer in securities, or as an affiliated
                                         person, director or employee of any investment company, bank, savings and loan association
                                         or insurance company, or from engaging in or continuing any conduct or practice in connection
                                         with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
                                         in any activity in connection with the purchase or sale of any security or commodity
                                         or in connection with any violation of federal or state securities or federal commodities
                                         laws;



 






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		(f)	he/she/it
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any federal or state authority barring, suspending or otherwise
                                         limiting for more than 60 days his/her/its right to engage in any activity described
                                         in 9(e)(i) above, or to be associated with persons engaged in any such activity;
	 	 	 
		(g)	he/she/it
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         SEC to have violated any federal or state securities law, where the judgment in such
                                         civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;
	 	 	 
		(h)	he/she/it
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         CFTC to have violated any federal commodities law, where the judgment in such civil action
                                         or finding by the CFTC has not been subsequently reversed, suspended or vacated;
	 	 	 
		(i)	he/she/it
                                         has never been the subject of, or a party to, any Federal or State judicial or administrative
                                         order, judgment, decree or finding, not subsequently reversed, suspended or vacated,
                                         relating to an alleged violation of (i) any Federal or State securities or commodities
                                         law or regulation, (ii) any law or regulation respecting financial institutions or insurance
                                         companies including, but not limited to, a temporary or permanent injunction, order of
                                         disgorgement or restitution, civil money penalty or temporary or permanent cease-and
                                         desist order, or removal or prohibition order or (iii) any law or regulation prohibiting
                                         mail or wire fraud or fraud in connection with any business entity;
	 	 	 
		(j)	he/she/it
                                         has never been the subject of, or party to, any sanction or order, not subsequently reversed,
                                         suspended or vacated, or any self-regulatory organization, any registered entity, or
                                         any equivalent exchange, association, entity or organization that has disciplinary authority
                                         over its members or persons associated with a member;
	 	 	 
		(k)	he/she/it
                                         has never been convicted of any felony or misdemeanor: (i) in connection with the purchase
                                         or sale of any security; (ii) involving the making of any false filing with the SEC;
                                         or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
                                         municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;
	 	 	 
		(l)	he/she/it
                                         was never subject to a final order of a state securities commission (or an agency of
                                         officer of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the CFTC; or the National Credit Union Administration that is based on a violation of
                                         any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;



 






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		(m)	he/she/it
                                         has never been subject to any order, judgment or decree of any court of competent jurisdiction,
                                         that, at the time of such sale, restrained or enjoined him/her/it from engaging or continuing
                                         to engage in any conduct or practice: (i) in connection with the purchase or sale of
                                         any security; (ii) involving the making of any false filing with the SEC; or (iii) arising
                                         out of the conduct of the business of an underwriter, broker, dealer, municipal securities
                                         dealer, investment adviser or paid solicitor of purchasers of securities;
	 	 	 
		(n)	he/she/it
                                         has never been subject to any order of the SEC that orders him/her/it to cease and desist
                                         from committing or causing a future violation of: (i) any scienter-based anti-fraud provision
                                         of the federal securities laws, including, but not limited to, Section 17(a)(1) of the
                                         Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section
                                         206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section
                                         5 of the Securities Act;
	 	 	 
		(o)	he/she/it
                                         has never been named as an underwriter in any registration statement or Regulation A
                                         offering statement filed with the SEC that was the subject of a refusal order, stop order,
                                         or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
                                         or proceeding to determine whether a stop order or suspension order should be issued;
	 	 	 
		(p)	he/she/it
                                         has never been subject to a United States Postal Service false representation order,
                                         or is currently subject to a temporary restraining order or preliminary injunction with
                                         respect to conduct alleged by the United States Postal Service to constitute a scheme
                                         or device for obtaining money or property through the mail by means of false representations;
	 	 	 
		(q)	he/she/it
                                         is not subject to a final order of a state securities commission (or an agency of officer
                                         of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the CFTC; or the National Credit Union Administration that bars the undersigned from:
                                         (i) association with an entity regulated by such commission, authority, agency or officer;
                                         (ii) engaging in the business of securities, insurance or banking; or (iii) engaging
                                         in savings association or credit union activities;



 






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		(r)	he/she/it
                                         is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of
                                         the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e)
                                         or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that:
                                         (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal
                                         securities dealer or investment adviser; (ii) places limitations on the activities, functions
                                         or operations of, or imposes civil money penalties on, such person; or (iii) bars the
                                         undersigned from being associated with any entity or from participating in the offering
                                         of any penny stock; and
	 	 	 
		(s)	he/she/it
                                         has never been suspended or expelled from membership in, or suspended or barred from
                                         association with a member of, a securities self-regulatory organization (e.g., a registered
                                         national securities exchange or a registered national or affiliated securities association)
                                         for any act or omission to act constituting conduct inconsistent with just and equitable
                                         principles of trade.



 


9.The
undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement
and to serve as _________ of the Company.


 


10.The
undersigned hereby waives his, her or its right to exercise conversion rights with respect to any shares of the Common Stock owned
or to be owned by the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or
in the aftermarket, and agrees that he, she or it will not seek conversion with respect to or otherwise sell such shares to the
Company in connection with any Business Combination.


 


11.The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to Article Sixth of the Company’s Certificate
of Incorporation prior to the consummation of a Business Combination unless the Company provides dissenting holders of IPO Shares
with the opportunity to convert their IPO Shares in connection with any such vote.


 


[12.In
the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient
to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not
to seek repayment for such expenses.]3


 


 






3
To be included for Quinpario Partners LLC letter only.


 



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13.In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that
would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding
or claim arising out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration
in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration
shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be
conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that
the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom
enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal
fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators. The undersigned hereby
appoints, without power of revocation, Graubard Miller 405 Lexington Avenue New York, New York 10174 Fax No.: (212) 818-8881 Attn:
David Alan Miller, Esq., as its agent to accept and acknowledge on its behalf service of any and all process which may be served
in any arbitration, action, proceeding or counterclaim in any way relating to or arising out of this letter agreement.


 


14.As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii)
“Certificate of Incorporation” shall mean the Company’s Amended and Restated Certificate of Incorporation,
as the same shall be amended from time to time; (iii) “Insiders” shall mean all officers, directors
and stockholders of the Company immediately prior to the IPO; (iv) “Insider Shares” shall mean all of
the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (v) “IPO Shares”
shall mean the shares of Common Stock issued in the Company’s IPO; (vi) “Private Warrants” shall
mean the warrants purchased in the private placement taking place simultaneously with the consummation of the Company’s
IPO and the over-allotment option, if any; (vii) “Registration Statement” means the registration statement
on Form S-1 filed by the Company with respect to the IPO; and (viii) “Trust Fund” shall mean the trust
fund into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


15.Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter 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 or facsimile transmission.


 






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16.No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding
on the parties hereto and any successors and assigns thereof.


 


17.The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO.


 


	 	
	 	Print
Name of Insider
	 	 
	 	
	 	Signature



 


 


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