SECURITIES AND EXCHANGE COMMISSION
Exchange Act of 1934
☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240.14a-12 Exela Technologies, Inc. (Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
QUINPARIO ACQUISITION CORP. 2
12935 N. FORTY DRIVE, SUITE 201
ST. LOUIS, MO 63141
SPECIALANNUAL MEETING OF STOCKHOLDERSJANUARY [●]JUNE 27, 20222017TO THE STOCKHOLDERS OF QUINPARIO ACQUISITION CORP. 2:YouCentral Time, on June 27, 2022 for the purpose of:specialAnnual Meeting. The Annual Meeting will be held in a virtual meeting format so as many shareholders as possible can participate. Whether or not you plan to attend the Annual Meeting, I hope that you will vote as soon as possible. Please review the instructions on the proxy or voting instruction card regarding your voting options. By Order of the Board of Directors Par Chadha
Executive Chairman [•], 2022
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The Extension Amendment is more fullynamed executive officers as described in this Proxy Statement;
Amended and Restated Exela Technologies, Inc. 2018 Stock Incentive Plan;
The holdersnumber of shares of commonpreferred stock issuedauthorized for issuance by the Company to provide the Company with additional flexibility for potential future fundraising activities. In order for the Preferred Stock Increase Proposal to be adopted, it must be approved by (i) the holders of a majority in voting power of the outstanding shares of capital stock entitled to vote thereon and (ii) if applicable, the holders of a majority of the outstanding shares of our Series A Perpetual Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), excluding shares held by “Affiliates” of the Company. “Affiliates” is defined in the Company’s IPO (the “public shares”) who vote either for or against the Extension Amendment may elect to convert their public shares into their pro rata portionCertificate of Designations, Preferences, Rights and Limitations of the funds heldSeries A Preferred Stock (the “
Holders of public shares who do not vote at all at the special meeting would retain their current right of automatic redemption on January 22, 2017 even if the amendment is adopted and their shares will be redeemed on such date.
the Extension Amendment proposal is not approved, as contemplated by our IPO prospectus and in accordance with our charter,we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares with the aggregate amount then on deposit in the trust account and (iii) thereafter seek to dissolve and liquidate as described in more detail in this proxy statement.Subject to the foregoing, the affirmative vote of at least 65% of the Company’s outstanding common stock voting for the Extension Amendment proposal will be required to approve the Extension Amendment.The Company’s board of directors has fixed the close of business on December 27, 2016 as the date for determining the Company’s stockholders entitled to receive notice of and vote at the special meeting and any adjournment thereof. Only holdersyou are a holder of record of the Company’s common stock as of May 23, 2022, you may vote online at the Annual Meeting or by submitting a proxy for the Annual Meeting. Whether or not you plan to attend the Annual Meeting online, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Annual Meeting and vote online if you have already voted by proxy.
After careful considerationor postponement thereof, unless such business is brought by or at the direction of all relevant factors,the Board or a committee of the Board.
Name | | | Age | | | Class | | | Positions and Offices Held With the Company | |
Sharon Chadha | | | 67 | | | A | | | Director | |
J. Coley Clark | | | 76 | | | A | | | Director | |
Ronald C. Cogburn | | | 66 | | | A | | | Director | |
Marc A. Beilinson | | | 64 | | | B | | | Director | |
John H. Rexford | | | 65 | | | B | | | Director | |
James G. Reynolds | | | 53 | | | B | | | Director | |
Martin P. Akins | | | 55 | | | C | | | Director | |
Par S. Chadha | | | 67 | | | C | | | Director, Executive Chairman | |
William L. Transier | | | 67 | | | C | | | Director | |
Board Diversity Matrix | | |||||||||||||||
Total Number of Directors | | | | | | | | | | | 9 | | | | | |
Part I: Gender Identity | | | | | | | | | | | | | | | | |
| | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | ||||||
Directors | | | | | 1 | | | | | | 8 | | | | | | | | |
Part II: Demographic Background | | | | | | | | | | | | | | | | | | | |
African American or Black | | | | | | | | | | | | | | | | | | | |
Alaskan Native or American Indian | | | | | | | | | | | | | | | | | | | |
Asian | | | | | | | | | | | 1 | | | | | | | | |
Hispanic or Latinx | | | | | | | | | | | | | | | | | | | |
Native Hawaiian or Pacific Islander | | | | | | | | | | | | | | | | | | | |
White | | | | | 1 | | | | | | 7 | | | | | | | | |
Two or More Races or Ethnicities | | | | | | | | | | | | | | | | | | | |
LGBTQ+ | | | | | | | | | | | | | | | | | | | |
Did Not Disclose Demographic Background | | | | | | | | | | | | | | | | | | | |
Name | | | Fees earned or paid in cash ($) | | | Stock Awards ($)(1) | | | Total ($) | | |||||||||
Martin Akins | | | | $ | 150,333 | | | | | $ | 110,000 | | | | | $ | 260,333 | | |
Marc Beilinson | | | | $ | 288,333 | | | | | $ | 110,000 | | | | | $ | 398,333 | | |
Sharon Chadha(2) | | | | $ | 22,043 | | | | | $ | 174,361 | | | | | $ | 196,404 | | |
J. Coley Clark | | | | $ | 190,333 | | | | | $ | 110,000 | | | | | $ | 300,333 | | |
John Rexford | | | | $ | 130,333 | | | | | $ | 110,000 | | | | | $ | 240,333 | | |
James Reynolds | | | | $ | 380,958 | | | | | | — | | | | | $ | 380,958 | | |
William Transier | | | | $ | 398,333 | | | | | | — | | | | | $ | 398,333 | | |
Name | | | Aggregate Number of Restricted Stock Units Outstanding as of December 31, 2021(1) | | |||
Martin Akins(2) | | | | | 138,227 | | |
Marc Beilinson | | | | | 125,000 | | |
Sharon Chadha(3) | | | | | 88,346 | | |
J. Coley Clark | | | | | 125,000 | | |
John Rexford | | | | | 125,000 | | |
| | | Monthly | | | Annualized(3) | | ||||||
Cash Retainer for Board Membership* | | | | $ | 8,333 | | | | | $ | 100,000 | | |
Cash Retainer for Board Chairman* | | | | $ | 20,417 | | | | | $ | 245,000 | | |
Cash Retainer for Audit Committee Member (other than the Chair)(1) | | | | $ | 1,667 | | | | | $ | 20,000 | | |
Cash Retainer for Audit Committee Chair(1) | | | | $ | 2,500 | | | | | $ | 30,000 | | |
Cash Retainer for Compensation Committee Member (other than the Chair)(1) | | | | $ | 1,042 | | | | | $ | 12,500 | | |
Cash Retainer for Compensation Committee Chair(1) | | | | $ | 1,667 | | | | | $ | 20,000 | | |
| | | Monthly | | | Annualized(3) | | ||||||
Cash Retainer for Nominating and Corporate Governance Committee (other than Chair)(1) | | | | $ | 1,042 | | | | | $ | 12,500 | | |
Cash Retainer for Nominating and Corporate Governance Committee Chair(1) | | | | $ | 1,667 | | | | | $ | 20,000 | | |
Cash Retainer for Strategic Transactions Committee(2) | | | | $ | 15,000 | | | | | $ | 180,000 | | |
| Initial Equity Award (other than the Chair)(1) | | | | $ | 150,000 | | |
| Initial Equity Award Chair(1) | | | | $ | 200,000 | | |
| Annual Equity Award (Other than the Chair)(2)(3)(4) | | | | $ | 110,000 | | |
| Annual Equity Award Chair(2)(3)(4) | | | | $ | 140,000 | | |
| Current Members: | | | William L. Transier (Chairman), Marc A. Beilinson and J. Coley Clark | |
| Number of Meetings in 2021: | | | 7 | |
| Current Members: | | | J. Coley Clark (Chairman), Martin P. Akins and John H. Rexford | |
| Number of Meetings in 2021: | | | 3 | |
| Current Members: | | | Martin P. Akins (Chairman), J. Coley Clark, James G. Reynolds | |
| Number of Meetings in 2021: | | | 1 | |
| Members: | | | Marc A. Beilinson and William L. Transier | |
| Number of Meetings in 2021: | | | Several times monthly, as needed | |
| Current Members: | | | Sharon Chadha | |
| Number of Meetings in 2021: | | | 0 | |
approval, a lawsuit was filed against the Company alleging that the Company did not properly count the broker non-votes on such matter, and that as a result the 2018 Stock Incentive Plan in its amended and restated form was not properly approved. Although the Company believes that it has meritorious defenses to such suit, the Company believes that it is less expensive to ask our stockholders to reapprove the amendment and restatement of the 2018 Stock Incentive Plan at the Annual Meeting than to litigate the suit through to vindication of the Company’s position. As such, the delivery of shares under the 2018 Stock Incentive Plan pursuant to the settlement of restricted stock units granted under the plan on December 31, 2021 (which are the only awards that have been granted under the Amended and Restated 2018 Plan following its approval on December 31, 2021) have been rescinded and the amendment and restatement of the 2018 Stock Incentive Plan has been terminated, and we are accordingly asking stockholders to reapprove the 2018 Stock Incentive Plan in its entirety in the same form as was presented to stockholders at the 2021 annual meeting held December 31, 2021.
Enclosed istime of grant, of our Common Stock subject to incentive stock options that are exercisable for the proxy statement containing detailed information concerningfirst time by a participant during any calendar year may not exceed $100,000. The Amended and Restated 2018 Plan provides that unless otherwise specifically determined by the Extension AmendmentCompensation Committee, vesting of incentive stock options will be suspended during the period of any approved leave of absence by a participant following which the participant has a right to reinstatement and will resume upon such participant’s return to employment. The Amended and Restated 2018 Plan also provides that participants terminated for “cause” will forfeit all of their incentive stock options, whether or not vested. Participants terminated for any other reason will forfeit their unvested incentive stock options, retain their vested incentive stock options, and will have one year (in the case of a termination by reason of death or disability) or 90 days (in all other cases) following their termination date to exercise their vested incentive stock options, unless such incentive stock option expires sooner. The Amended and Restated 2018 Plan authorizes our Compensation Committee to provide for different treatment of incentive stock options upon termination than that described above, as determined in its discretion.
I look forwardwill be subject to seeing you atforfeiture to the meeting.
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Your votesame degree as the restricted Common Stock to which such dividends relate. The Amended and Restated 2018 Plan provides that unless otherwise specifically determined by the Compensation Committee, vesting of restricted stock awards will be suspended during the period of any approved leave of absence by a participant following which the participant has a right to reinstatement and will resume upon such participant’s return to employment. Except as otherwise provided by our Compensation Committee, in the event a participant is important. Please sign, dateterminated for any reason, the vesting with respect to the participant’s restricted stock will cease, and return your proxy card as soon as possiblepracticable following the termination, we will repurchase all of such participant’s unvested restricted stock at a purchase price equal to make sure that your shares are representedthe original
Important Notice Regardingfollowing): (i) changing the Availabilityterms of Proxy Materialsthe award to lower its exercise price or base price (other than on account of capital adjustments resulting from stock splits), (ii) any other action that is treated as a repricing under GAAP, and (iii) repurchasing for cash or canceling an award in exchange for another award at a time when its exercise price or base price is greater than the Special Meetingfair market value of Stockholdersthe underlying stock.
QUINPARIO ACQUISITION CORP. 2
12935 N. FORTY DRIVE, SUITE 201
ST. LOUIS, MO 63141
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY [●], 2017
PROXY STATEMENT
The special meeting (the “special meeting”) of stockholders of Quinpario Acquisition Corp. 2 (the “Company,” “we,” “us” or “our”), a Delaware corporation, will be held at 11:00 a.m. EDT on January [●], 2017, at the officesqualified under Section 401(a) of the Company’s counsel Graubard Miller, 405 Lexington Avenue, 11th Floor, New York, New York 10174, forCode. This discussion is based on current law, is not intended to constitute tax advice, and does not address all aspects of U.S. federal income taxation that may be relevant to a particular participant in light of his or her personal circumstances and does not describe foreign, state, or local tax consequences, which may be substantially different. Holders of awards under the sole purpose of consideringAmended and voting upon the following proposal:Restated 2018 Plan are encouraged to consult with their own tax advisors.
The purpose of the Extension Amendment With respect to non-qualified stock options and stock appreciation rights, (i) no income is to allow the Company more time to complete an initial business combination.
The holders of shares of common stock issued in the Company’s initial public offering (the “IPO”, and such shares sold in the IPO are referred to as the “public shares”) who vote either for or against the Extension Amendment may elect to convert their public shares into their pro rata portion of the funds held in the trust account establishedrealized by a participant at the time of the IPO (the “trust account”) ifaward is granted; (ii) generally, at exercise, ordinary income is realized by the Extension is implemented (the “Conversion”). Additionally, holders of public shares who do not vote at all at the special meeting would retain their current right of automatic redemption on January 22, 2017 even if the amendment is adopted and their shares will be redeemed on such date.
Approval of the Extension Amendment is a condition to the implementation of the Extension. In addition, we will not proceed with the Extension if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment proposal, after taking into account the Conversion and holders who do not vote on the Extension Amendment proposal.
If the Extension Amendment is approved, theparticipant in an amount remaining in the trust account may be only a small fraction of the approximately $350 million that was in the trust account as of [●]. In such event, the Company may need to obtain additional funds to complete a business combination and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.
If the Extension Amendment proposal is not approved, as contemplated by our IPO prospectus and in accordance with our charter,we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount thendifference between the exercise or base price paid for the shares and the fair market value of the shares on depositthe date of exercise (or, in the trust account, including any interest but netcase of franchisea cash-settled stock appreciation right, the cash received), and income taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (includingparticipant’s employer is generally entitled to a tax deduction in the right to receive further liquidation distributions, if any),same amount subject to applicable law,tax withholding requirements; and (iii) upon a subsequent sale of the stock received on exercise, appreciation (or depreciation) after the date of exercise is treated as promptly as reasonably possible followingeither short-term or long-term capital gain (or loss) depending on how long the shares have been held, and no deduction will be allowed to such redemption, subjectparticipant’s employer.
The Company’s initial stockholders prior to the IPO have waived their rights to participate in any liquidation distribution with respect to the 8,750,000 shares acquired by them prior to the IPO (“insider shares”). As a consequenceif no disqualifying disposition of such waivers, a liquidating distribution will beshares is made only with respectby such participant within two years after the date of grant or within one year after the transfer of such shares to the public shares. There will be no distribution from the trust account with respect to the Company’s warrants, which will expire worthless in the event we wind up.
If the Company liquidates, Quinpario Partners LLC, an affiliatesuch participant, then (i) upon sale of certain of the Company’s officers and directors, and Jeffry N. Quinn, the Company’s former chairman of the board, have agreed that they will be liable to pay debts and obligations to third parties or target businesses that are owed money by us for services rendered or contracted for or products sold to ussuch shares, any amount realized in excess of the net proceedsexercise price will be taxed to such participant as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) no deduction will be allowed to the participant’s employer for federal income tax purposes.
Under the Delaware General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
However, because the Company will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent ten years. However, because we are a blank check company, rather than an operating company, and our operations have been and will continue to be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.
If the Extension Amendment proposal is approved, the Company will (i) remove from the trust account an amount (the “Withdrawal Amount”) equal to the pro rata portionexcess (if any) of funds available in the trust account relating tofair market value of such shares at exercise (or, if less, the converted publicamount realized on the disposition of such shares) over the exercise price paid for such shares and any public shares that were not voted at all at(ii) the special meeting and (ii) deliverparticipant’s employer will generally be entitled to deduct such amount for federal income tax purposes. Any further gain (or loss) realized by the holders of such converted public sharesparticipant will be taxed as short-term or unvoted shares,long-term capital gain (or loss), as the case may be, their pro rata portionand will not result in any deduction by the employer.
If the Extension Amendment is approved, the approval by holders that voted in favorstructure of the Extension Amendment and did not elect to have their shares converted into a pro rata portion of the funds in the trust account will constitute their consent for the Company to remove from the trust account any interest earned on the funds held in the trust account related to their shares, net of taxes payable, for the Company’s working capital requirements.particular award.
exercise exceeds the Social Security wage base limit for such year ($147,000 in 2022), such participant will not have to pay Social Security taxes on such amounts. The record dateCompany is required to report to the appropriate taxing authorities the ordinary income received by the participant, together with the amount of taxes withheld to the Internal Revenue Service and the appropriate state and local taxing authorities.
This proxy statement contains important information about the special meeting and the proposals. Please read it carefully and vote your shares.
This proxy statement is dated [●] and is first being mailed to stockholders on or about that date.
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
These Questions and Answers are only summariesany person who serves as its chief executive officerand other “covered persons” as determined under Section 162(m) of the matters they discuss. They do not contain allCode and applicable guidance.
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FORWARD-LOOKING STATEMENTS
We believetable below the number of awards that someour named executive officers, directors, other executive officers and other employees may receive under the Amended and Restated 2018 Plan will be determined in the discretion of the information in this proxy statement constitutes forward-looking statements. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue”our Board of Directors or similar words. You should read statements that contain these words carefully because they:
We believe it is important to communicate our expectations to our stockholders. However, there may be eventsCompensation Committee in the future, that we are not ableand neither our Board of Directors or our Compensation Committee has made any determination to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement provide examples of risks, uncertaintiesmake future grants to any persons under the Amended and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including, among other things, claims by third parties against the trust account, unanticipated delays in the distribution of the funds from the trust account and the Company’s ability to finance and consummate a business combination following the distribution of funds from the trust account. You are cautioned not to place undue reliance on these forward-looking statements, which speak onlyRestated 2018 Plan as of the date of this proxy statement.
All forward-looking statements included herein attributableProxy Statement. Therefore, it is not possible to determine the benefits or the amounts that have been or will be received by eligible participants under the Amended and Restated 2018 Plan.
Name/Category of Individual | | | Dollar Value | | | Number of Units | | ||||||
Ronald C. Cogburn, Former Chief Executive Officer, Board Member | | | | | — | | | | | | — | | |
Shrikant Sortur, Chief Financial Officer | | | | | — | | | | | | — | | |
Par Chadha, Executive Chairman(1) | | | | | — | | | | | | 8,500,000 | | |
All current executive officers as a group(1) | | | | | — | | | | | | 8,500,000 | | |
All non-employee directors as a group(2) | | | | | — | | | | | | 686,831 | | |
All current employees (other than executive officers) as a group | | | | | — | | | | | | — | | |
BACKGROUND
We are a Delaware company incorporated on July 15, 2014 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.
On January 22, 2015, we consummated our IPO of 35,000,000 units, with each unit consistingcash value of one share of common stockstock) which may be earned upon the achievement of the performance metrics described below. Until such time that the Company obtains the approval of the stockholders of the Company regarding an increase to the number of shares authorized for issuance under the Amended and one warrant to purchase one shareRestated 2018 Plan, Mr. Chadha’s performance units will be settled in cash, and following such shareholder approval, at the election of the Compensation Committee of the Company, may be settled in cash or in shares of common stock. Thestock of the Company. Mr. Chadha is also entitled to dividend equivalents in respect of any dividends paid, which will be subject to the same vesting and
Priorthe Amended and Restated 2018 Plan and Executive Chairman Grant
Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities) reflected in first column) | | |||||||||
Equity compensation plans approved by security holders | | | | | 11,314,307 | | | | | | 11.78 | | | | | | 6,216,221 | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 11,314,307 | | | | | | 11.78 | | | | | | 6,216,221 | | |
such reverse stock split (the “Reverse Stock Split”). The mailing address of the Company’s principal executive office is 12935 N. Forty Drive, Suite 201, St. Louis, MO 63141, and its telephone number is (314) 548-6200.
THE EXTENSION AMENDMENT PROPOSAL
The Extension Amendment
The Company is proposing to amend its charter to extend the date by which the Company has to consummate a business combination to the Extended Date so as to give the Company more time to complete an initial business combination. Approval of the Extension Amendment is a condition to the implementation of the Extension. A copy of the proposed amendment to the charterCOI reflecting the Reverse Stock Split is included as paragraph 3.b. of the Company is attachedCertificate of Amendment set forth in Annex B to this proxy statement asAnnex AProxy Statement (the “Amendment”).
All holders By approving this proposal, stockholders would give the Board of Directors the Company’s publicauthority,
reclassified, from and including a ratio of 1-for-2 and up to and including a ratio of 1-for-20. The Company estimates thatratio (if any) selected by the per-share pro rata portionBoard of Directors for the trust account willReverse Stock Split would be approximately $[●] at the time of the special meeting. The closing price of the Company’s common stock on [●] was $[●]. Accordingly, if the market price were to remain the same until the date of the meeting, exercising conversion rights would result in a public stockholder receiving $[●] [less][more] than if he sold his stock in the open market. The Company cannot assure stockholders that they will be able to sell their shares of Company common stock in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.
If the Extension Amendment is approved, the approvalpublicly disclosed by holders that voted in favor of the Extension Amendment and did not seek to convert their shares will constitute their consent for the Company to remove from the trust account any interest earned onstockholders before the funds held inAmendment to effect the trust account, net of taxes payable, for the Company’s working capital requirements. At the time the Extension Amendment becomes effective, the Company will also amend the trust account agreement to permit the withdrawal of this accumulated interest. Holders that voted and elected to convert their shares or that did not vote at all at the special meeting will still be paid their pro rata portion of the accumulated interest through the date of their conversion.
If the Extension Amendment proposalReverse Stock Split is not approved,we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest but net of franchise and income taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Reasons for the Proposal
The Company’s IPO prospectus and charter provided that the Company had until January 22, 2017 to complete a business combination. The Company and its officers and directors agreed that it would not seek to amend the Company’s charter to allow for a longer period of time to complete a business combination unless it provided dissenting holders of public shares with the right to seek conversion of their public shares in connection therewith. The Company has determined that it will not be able to consummate a business combination by January 22, 2017. Accordingly, the Company is proposing the Extension Amendment proposal to allow for a longer period of time to complete a business combination and comply with the IPO prospectus.
If the Extension Amendment Proposal Is Not Approved
If the Extension Amendment is not approved,we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest but net of franchise and income taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The Company’s initial stockholders have waived their rights to participate in any liquidation distribution with respect to their insider shares. There will be no distribution from the trust account with respect to the Company’s warrants which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets outside of the trust account. If such funds are insufficient, Quinpario Partners LLC has agreed to advance it the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment of such expenses.
If the Extension Amendment Is Approved
If the Extension Amendment is approved, the Company will file an amendment to the charterfiled with the Secretary of State of the State of Delaware and becomes effective. Paragraph 3.a. and paragraph 3.b. of the Certificate of Amendment are not conditioned upon one another and, in the formevent that Proposal 5 is approved, but Proposal 6 is not, paragraph 3.b. ofAnnex A hereto the Certificate of Amendment will be implemented but not paragraph 3.a. and in the event that Proposal 6 is approved, but Proposal 6 is not, paragraph 3.a. of the Certificate of Amendment will be implemented but not paragraph 3.b.
Reverse Stock Split.
If
trading price of our Common Stock. With respect to authorized but unissued and unreserved shares, we could also use such shares to oppose a hostile takeover attempt or delay or prevent changes in control or changes in or removal of management. Other than the foregoing, there are no existing plans, arrangements or understandings relating to the issuance of any of the authorized but unissued and unreserved shares, whether available as a result of the proposed Reverse Stock Split or otherwise.
To demand conversion, you must check the box on the proxy card provided for that purpose and return the proxy card in accordance with the instructions provided, and, at the same time, elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004, Attn: Mark Zimkind, Mzimkind@continentalstock.com, prior to the vote for the Extension Amendment or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System. You will only be entitled to receive cash in connection with a conversion of these shares if you continue to hold them until the effective date of the Extension Amendment and Conversion. The requirement for physical or electronic delivery prior to the vote at the special meeting ensures that a converting holder’s election is irrevocable once the Extension Amendment is approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the special meeting.
Through the DWAC system, this electronic delivery process can be accomplishedadopted by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to convert may be unable to meet the deadline for tendering their shares before exercising their conversion rights and thus will be unable to convert their shares.
Certificates that have not been tendered in accordance with these procedures prior to the vote for the Extension Amendment will not be converted into a pro rata portion of the funds held in the trust account. In the event that a public stockholder tenders its shares and decides prior to the vote at the special meeting that it does not want to convert its shares, the stockholder may withdraw the tender. If you delivered your shares for conversion to our transfer agent and decide prior to the vote at the special meeting not to convert your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at address listed above. In the event that a public stockholder tenders shares and the Extension Amendment is not approved or is abandoned, these shares will not be converted and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Extension Amendment will not be approved or will be abandoned. The Company anticipates that a public stockholder who tenders shares for conversion in connection with the vote to approve the Extension Amendment would receive payment of the conversion price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public stockholders that make the election until such shares are converted for cash or returned to such stockholders.
If properly demanded, the Company will convert each public share for a pro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid, calculated as of two days prior to the filing of the amendment to the charter. As of the record date, this would amount to approximately $[●] per share. The closing price of the Company’s common stock on [●] was $[●]. Accordingly, if the market price were to remain the same until the date of the meeting, exercising conversion rights would result in a public stockholder receiving $[●] [less][more] than if he sold his stock in the open market.
If you exercise your conversion rights, you will be exchanging your shares of the Company’s common stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand conversion by tendering your stock certificate(s) to the Company’s transfer agent prior to the vote for the Extension Amendment. If the Extension Amendment is not approved or if it is abandoned, these shares will be redeemed in accordance with the terms of the charter promptly following the meeting as described elsewhere herein.
The Special Meeting
Date, Time and Place. The special meeting of the Company’s stockholders will be held at 11:00 a.m., EDT on January [●], 2017, at the offices of the Company’s counsel, Graubard Miller, at 405 Lexington Avenue, 11th Floor, New York, NY 10174.
Voting Power; Record Date. You will be entitled to vote or direct votes to be cast at the special meeting, if you owned Company common stock at the close of business on December 27, 2016, the record date for the special meeting. At the close of business on the record date, there were 43,750,000 outstanding shares of Company common stock each of which entitles its holder to cast one vote per proposal. Company warrants do not carry voting rights.
If you do not want the Extension Amendment approved, you must abstain, not vote, or vote against the Extension Amendment. If you want to obtain your pro rata portion of the trust account in the event the Extension is implemented, which will be paid shortly after the stockholder meeting which is scheduled for January [●], 2017, you must demand conversion of your shares.
Proxies; Board Solicitation. Your proxy is being solicited by the Company’s board of directors on the proposal to approve the Extension Amendment being presented to stockholders at the special meeting. No recommendationAnnual Meeting and the Board of Directors decides that it is being made as to whether you should elect to convert your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the special meeting.
Required Vote
The affirmative vote by holders of at least 65% of the Company’s outstanding common stock voting for the Extension Amendment is required to approve the Extension Amendment. All of the Company’s directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor of the Extension Amendment. On the record date, directors and executive officers of the Company and their affiliates beneficially owned and were entitled to vote 8,750,000 shares of Company common stock representing approximately 20.0% of the Company’s issued and outstanding common stock.
In addition, the Company’s directors, executive officers and their affiliates may choose to buy shares of Company public common stock in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Extension Amendment proposal and elected to convert their shares into a portion of the trust account. Any shares of Company public common stock purchased by affiliates will be voted in favor of the Extension Amendment proposal.
Interests of the Company’s Directors and Officers
When you consider the recommendation of the Company’s board of directors, you should keep in mind that the Company’s executive officers and members of the Company’s board of directors have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:
Board Recommendation
After careful consideration of all relevant factors, the Company’s board of directors determined that the Extension Amendment is fair to and in the best interests of the Company and its stockholders.
our stockholders to effect the Reverse Stock Split, the Board of Directors will determine the appropriate ratio for the Reverse Stock Split based on several factors existing at such time, the Company will publicly announce the ratio selected by the Board of Directors prior to the effectiveness of the Reverse Stock Split and we will subsequently file the Amendment, in the form set forth in paragraph 3.b. of the Certificate of Amendment attached in Annex B. The Board of Directors recommends that you vote “FOR”will consider, among other factors, prevailing market conditions, the Extension Amendment proposal.likely effect of the Reverse Stock Split on the trading price of our Common Stock and on our compliance with applicable Nasdaq listing requirements, and the marketability and liquidity of our Common Stock. The Board of Directors expresses no opinion as to whether you should convert your public shares.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth certain information regardingwill also determine the beneficial ownership ofappropriate timing for filing the Company’s common stock as of the record date by:
As of the record date, there were a total of 43,750,000 shares of common stock (including 35,000,000 public shares). Unless otherwise indicated, all persons named in the table have sole voting and investment powerAmendment with respect to all shares of common stock beneficially owned by them.
Name and Address of Beneficial Owner(1) | Amount and Nature of Beneficial Ownership | Percent of Class | ||||||
Jeffry N. Quinn | 8,254,910 | (2) | 18.87 | % | ||||
Paul J. Berra, III | 0 | (3) | 0 | % | ||||
D. John Srivisal | 0 | (3) | 0 | % | ||||
A. Craig Ivey | 0 | (3) | 0 | % | ||||
Edgar G. Hotard | 50,000 | * | ||||||
W. Thomas Jagodinski | 50,000 | * | ||||||
Ilan Kaufthal | 50,000 | * | ||||||
Roberto Mendoza | 50,000 | * | ||||||
Dr. John Rutledge | 50,000 | * | ||||||
Shlomo Yanai | 50,000 | * | ||||||
Quinpario Partners 2, LLC | 8,254,910 | 18.87 | % | |||||
All directors and executive officers as a group (10 individuals) | 8,554,910 | 19.55 | % | |||||
BlueMountain Capital Management, LLC(4) | 3,443,088 | 7.89 | % | |||||
TD Asset Management, Inc.(5) | 3,359,100 | 7.68 | % | |||||
Fir Tree Inc.(6) | 2,610,000 | 6.0 | % | |||||
Deutsche Bank AG(7) | 3,027,926 | 6.92 | % | |||||
AQR Capital Management, LLC(8) | 3,500,000 | 7.58 | % | |||||
Weiss Asset Management LP(9) | 3,824,400 | 8.74 | % |
* Less than one percent.
The holders of the insider shares outstanding prior to the Company’s IPO have agreed not to transfer, assign or sell any of the insider shares (except to certain permitted transferees) until (1) with respect to 80% of the insider shares, the earlier of one year after the date of the consummation of an initial business combination or if after 150 days after our initial business combination the closing price of the Company’s shares of common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after an initial business combination, or earlier if, subsequent to an initial business combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company stockholders having the right to exchange their shares for cash, securities or other property, and (2) with respect to the remaining 20% of the insider shares, the date of the consummation of an initial business combination.
If the Company is unable to effect a business combination and must liquidate the trust account, none of the initial stockholders will receive any portion of the liquidation proceeds with respect to their insider shares.
STOCKHOLDER PROPOSALS
If the Extension Amendment proposal is approved, the Company’s 2017 annual meeting of stockholders will likely be held on or about [●], 2017, unless the date is changed by the Company’s board of directors. If you are a stockholder and you want to include a proposal in the proxy statement for the year 2017 annual meeting, you need to provide it to the Company by no later than approximately [●]. You should direct any proposals to the Company’s secretary at the Company’s principal office. If you are a stockholder and you want to present a matter of business to be considered or nominate a director to be elected at the year 2017 annual meeting, under the Company’s bylaws you must give timely notice of the matter or the nomination, in writing, to the Company’s secretary. To be timely, the notice has to be given between 60 and 90 days before the annual meeting date (or between [●] and [●], if the 2017 annual meeting is held on [●]).
If the Extension Amendment proposal is not approved, there will be no annual meeting in 2017.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS
Pursuant to the rules of the SEC, the Company and its agents that deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of the Company’s proxy statement. Upon written or oral request, the Company will deliver a separate copy of the proxy statement to any stockholder at a shared address who wishes to receive separate copies of such documents in the future. Stockholders receiving multiple copies of such documents may likewise request that the Company deliver single copies of such documents in the future. Stockholders may notify the Company of their requests by calling or writing the Company at the Company’s principal executive offices at 12935 N. Forty Drive, Suite 201, St. Louis, MO 63141.
WHERE YOU CAN FIND MORE INFORMATION
The Company files reports, proxy statements and other information with the SEC as required by the Securities Exchange Act of 1934, as amended. You may read and copy reports, proxy statements and other information filed by the Company with the SEC at its public reference room located at 100 F Street, N.E., Washington, D.C. 20549-1004. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-1004. The Company files its reports, proxy statements and other information electronically with the SEC. You may access information on the Company at the SEC website containing reports, proxy statements and other information at http://www.sec.gov. This proxy statement describes the material elements of relevant contracts, exhibits and other information attached as annexes to this proxy statement. Information and statements contained in this proxy statement are qualified in all respects by reference to the copy of the relevant contract or other document included as an annex to this document.
This proxy statement contains important business and financial information about us that is not included in or delivered with this document. You may obtain this additional information, or additional copies of this proxy statement, at no cost, and you may ask any questions you may have about the Extension Amendment by contacting us at the following address, telephone number or facsimile number:
Quinpario Acquisition Corp. 2
12935 N. Forty Drive, Suite 201
St. Louis, MO 63141Tel: (314) 548-6200
In order to receive timely delivery of the documents in advance of the special meeting, you must make your request for information no later than [●].
ANNEX A
PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
QUINPARIO ACQUISITION CORP. 2
Pursuant to Section 245 of the
Delaware General Corporation Law
The undersigned, being a duly authorized officer ofQUINPARIO ACQUISITION CORP. 2(the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:
1. The name of the Corporation is Quinpario Acquisition Corp. 2.
2. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on July 15, 2014, and an Amended and Restated Certificateto effect the Reverse Stock Split. If, for any reason, the Board of Incorporation was filedDirectors deems it advisable, the Board of Directors, in its sole discretion, may abandon the Reverse Stock Split at any time prior to the effectiveness of the Amendment, without further action by our stockholders. Assuming the Board of Directors determines that it is in the officebest interests of the Company and our stockholders to proceed with the Amendment to effect the Reverse Stock Split, the Reverse Stock Split will be effective as of the effectiveness of the Amendment when filed with the Secretary of State of the State of Delaware (the “Effective Time”).
3. Thisthe part of the Company or our stockholders, the outstanding shares of Common Stock held by stockholders of record as of the Effective Time will be reclassified and combined into a lesser number of shares of Common Stock based on the ratio selected by the Board of Directors and publicly announced by the Company. For example, if the Board of Directors approves a ratio of 1-for-7, a stockholder who holds 7,000 shares of Common Stock as of the Effective Time will hold 1,000 shares of Common Stock following the Reverse Stock Split.
4. This Amendment toReverse Stock Split. The number of shares of Common Stock that may be received upon conversion, exercise or exchange, as the Amendedcase may be, of outstanding options or other securities convertible into, or exercisable or exchangeable for, shares of our Common Stock, and Restated Certificate of Incorporation was duly adopted by the affirmative voteexercise or conversion prices for these securities as well as the voting power of the holders of at least 65% of the stock entitled to vote at a meeting of stockholdersTandem Preferred Stock, will also be adjusted in accordance with ARTICLE SIXTHtheir terms, as of the AmendedEffective Time.
This discussion does not address all U.S. federal income tax consequences relevant to the particular circumstances of a U.S. Holder, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to U.S. Holders that are subject to special rules, including, without limitation, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt organizations, brokers, dealers or traders in securities, commodities or currencies, stockholders who hold our Common Stock as part of a position in a straddle or as part of a hedging, conversion or integrated transaction for U.S. federal income tax purposes, U.S. Holders that have a functional currency other than the U.S. dollar, or U.S. Holders who actually or constructively own 10% or more of our voting stock.
contemplated in paragraph 3.a. of the Certificate of Amendment attached hereto as Annex B.
Name and principal position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock awards ($)(2) | | | All other compensation ($)(3) | | | Total ($) | | ||||||||||||||||||
Ronald C. Cogburn Chief Executive Officer | | | | | 2021 | | | | | $ | 422,500 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 422,500 | | |
| | | 2020 | | | | | $ | 411,750 | | | | | $ | 325,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 736,750 | | | ||
Shrikant Sortur Chief Financial Officer | | | | | 2021 | | | | | $ | 390,000 | | | | | $ | 773,040 | | | | | $ | 77,700 | | | | | $ | — | | | | | $ | 1,240,740 | | |
| | | 2020 | | | | | $ | 380,077 | | | | | $ | 660,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 1,040,077 | | | ||
Par S. Chadha Executive Chairman | | | | | 2021(4) | | | | | $ | 561,424 | | | | | $ | 1,622,000 | | | | | $ | 12,847,500 | | | | | $ | 1,080,000 | | | | | $ | 16,110,925 | | |
| | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Number of securities underlying unexercised options (#) exercisable | | | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | | | Option exercise price ($) | | | Option expiration date | | | Number of shares or units of stock that have not vested (#)(3) | | | Market value of shares of units of stock that have not vested ($)(4) | | | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(3) | | | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(4) | | ||||||||||||||||||||||||
Ronald Cogburn | | | | | 14,800 | | | | | | 22,200(1) | | | | | | 17.94 | | | | | | 8/31/28 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 14,800 | | | | | | 22,200(2) | | | | | | 3.90 | | | | | | 8/26/29 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Shrikant Sortur | | | | | 10,240 | | | | | | 15,360(1) | | | | | | 17.94 | | | | | | 8/31/28 | | | | | | 30,000 | | | | | $ | 26,400 | | | | | | — | | | | | | — | | |
| | | 10,240 | | | | | | 15,360(2) | | | | | | 3.90 | | | | | | 8/26/29 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Par Chadha | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 159,091 | | | | | $ | 140,000 | | | | | | 8,500,000 | | | | | $ | 7,480,000 | | |
Name | | | Age | | | Positions Held | |
Shrikant Sortur | | | 49 | | | Chief Financial Officer | |
Suresh Yannamani | | | 56 | | | President | |
Mark D. Fairchild | | | 62 | | | President, Exela Smart Office | |
Srini Murali | | | 49 | | | President, Americas and APAC | |
Vitalie Robu | | | 50 | | | President, EMEA | |
Par Chadha* | | | 67 | | | Executive Chairman | |
Name of Individual | | | Ownership(1) | | | Percent of Class(1) | | ||||||
Par S. Chadha(2) | | | | | [ ] | | | | | | [ ]% | | |
Sharon Chadha(3) | | | | | [ ] | | | | | | [ ]% | | |
James G. Reynolds(4) | | | | | [ ] | | | | | | * | | |
Martin P. Akins(5) | | | | | [ ] | | | | | | * | | |
Marc A. Beilinson(6) | | | | | [ ] | | | | | | * | | |
John H. Rexford(7) | | | | | [ ] | | | | | | * | | |
J. Coley Clark(8) | | | | | [ ] | | | | | | * | | |
William L. Transier(9) | | | | | [ ] | | | | | | * | | |
Ronald C. Cogburn(10) | | | | | [ ] | | | | | | * | | |
Shrikant Sortur(11) | | | | | [ ] | | | | | | * | | |
All directors, named executive officers and other executive officers as a group (14 persons) | | | | | [ ] | | | | | | [ ]% | | |
Name of Individual | | | Ownership | | | Percent of Class(1) | | ||||||
Par S. Chadha(2) | | | | | [ ] | | | | | | [ ] | | |
Sharon Chadha(2) | | | | | [ ] | | | | | | [ ] | | |
James G. Reynolds(3) | | | | | [ ] | | | | | | [ ] | | |
Martin P. Akins | | | | | [ ] | | | | | | [ ] | | |
Marc A. Beilinson | | | | | [ ] | | | | | | [ ] | | |
John H. Rexford | | | | | [ ] | | | | | | [ ] | | |
J. Coley Clark | | | | | [ ] | | | | | | [ ] | | |
William L. Transier | | | | | [ ] | | | | | | [ ] | | |
Ronald C. Cogburn(4) | | | | | [ ] | | | | | | [ ] | | |
Shrikant Sortur | | | | | [ ] | | | | | | [ ] | | |
All directors, named executive officers and other executive officers as a group (14 persons) | | | | | [ ] | | | | | | [ ] | | |
Name of Individual | | | Ownership(1) | | | Percent of Class(1) | | ||||||
Par S. Chadha(2) | | | | | [ ] | | | | | | [ ] | | |
Sharon Chadha(2) | | | | | [ ] | | | | | | [ ] | | |
James G. Reynolds(3) | | | | | [ ] | | | | | | [ ] | | |
Martin P. Akins | | | | | [ ] | | | | | | [ ] | | |
Marc A. Beilinson | | | | | [ ] | | | | | | [ ] | | |
John H. Rexford | | | | | [ ] | | | | | | [ ] | | |
J. Coley Clark | | | | | [ ] | | | | | | [ ] | | |
William L. Transier | | | | | [ ] | | | | | | [ ] | | |
Ronald C. Cogburn(4) | | | | | [ ] | | | | | | [ ] | | |
Shrikant Sortur | | | | | [ ] | | | | | | [ ] | | |
All directors, named executive officers and other executive officers as a (14 persons) group | | | | | [ ] | | | | | | [ ] | | |
IN WITNESS WHEREOF, I have signed this15, 2014, under the name QUINIPARIO ACQUISITION CORP. 2.
PROXY
Quinpario Acquisition Corp. 2
12935 N. Forty Drive, Suite 201
St. Louis, MO 63141
SPECIAL MEETING OF STOCKHOLDERS
JANJUARY __, 2017
YOUR VOTE IS IMPORTANT
FOLD AND DETACH HERE
QUINPARIO ACQUISITION CORP. 2
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
JANUARY __, 2017
The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receiptDirectors and stockholders in accordance with Section 242 of the NoticeGeneral Corporation Law of the State of Delaware and Proxy Statement, dated [●]amends the provisions of the Corporation’s Second Amended and Restated Certificate of Incorporation.
Nasdaq Capital Market as of the date of the Effective Time (after giving effect to the 2022 Reverse Stock Split) by (b) the fraction of one share owned by the stockholder.”
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Only if you hold shares of the Corporation’s common stock issuedwhen properly executed, will be voted in the Corporation’s initial public offering, or public shares, may you exercise your conversion rights with respect to all or a portion of your public shares by marking the “Exercise Conversion Right” box below and indicating how many public shares for which you are exercisingmanner directed herein. If no such conversion rights in the space provided. If you exercise your conversion rights, then youdirection is made, thisproxy will be exchangingvoted in accordance with the indicated numberBoard of your public shares for cashDirectors' recommendations.Continued and you will no longer own such public shares.You will onlyto be entitled to receive cash for those public shares if you tender your stock certificates representing such converted public shares to the Corporation’s duly appointed agent PRIOR TO THE VOTE AT SUCH MEETING.signed on reverse side
EXERCISE CONVERSION RIGHTS ☐
CONVERT _____________ PUBLIC SHARES OF THE CORPORATION
Signature should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSAL SET FORTH IN PROPOSAL 1 AND WILL GRANT DISCRETIONARY AUTHORITYTO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.