Exhibit
4.1


 





	NUMBER

                                                                                  

        U-__________

         
	 	 

         
	 

         
	UNITS
	

        SEE
        REVERSE FOR

CERTAIN DEFINITIONS
	 	QUINPARIO
    ACQUISITION CORP. 2	 	 


 


	 	CUSIP
                           


 


UNITS
CONSISTING OF ONE SHARE OF COMMON STOCK AND


ONE
WARRANT


 


THIS
CERTIFIES THAT ________________________________________________________________________ 





is
the owner of


________________________________________________________________________ Units.


 


Each
Unit (“Unit”) consists of one (1) share of common stock, par value $.0001 per share (“Common Stock”),
of Quinpario Acquisition Corp. 2, a Delaware corporation (the “Company”), and one (1) warrant (the “Warrants”).
Each Warrant entitles the holder to purchase one half (1/2) of one share of Common Stock for $5.75 per half share (subject to
adjustment) and may only be exercised for a whole number of shares of Common Stock. Each Warrant will become exercisable commencing
on the later of (a) __________ __, 2015 [one year from the date of the final prospectus] and (b) thirty (30) days after the Company’s
completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other
similar business combination with one or more businesses or entities (a “Business Combination”), and will expire unless
exercised before 5:00 p.m., New York City Time, five years after the completion by Company of an initial Business Combination
(the “Expiration Date”). The Common Stock and Warrant(s) comprising the Unit(s) represented by this certificate are
not transferable separately until ________ [the 52nd day after the date of the final prospectus], except that in no
event will the Common Stock and Warrants be separately tradeable until the Company has filed an audited balance sheet reflecting
the Company’s receipt of the gross proceeds of its initial public offering and issued a press release announcing when such
separate trading shall commence. The terms of the Warrants are governed by a Warrant Agreement, dated as of _______, 2014, between
the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions
contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of
the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York 10004, and are available
to any Warrant holder on written request and without cost.


 


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


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


 





	By	 	 	 	 
	 	Chairman	 	 	Secretary









 






    	 



    	 



    

 


Quinpario
Acquisition Corp. 2


 


The
Company will furnish without charge to each shareholder who so requests, a statement of 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.


 


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.


 


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)


 







 


 







 






___________________________________________________________________________________________Units


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


 


________________________________________________________________________________________Attorney


to
transfer the said Units 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 underlying
the unit 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.