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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

ý

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

QUINPARIO ACQUISITION CORP. 2

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o

 

No fee required.

ý

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        Common stock of Quinpario Acquisition Corp. 2 ("Quinpario")
 
    (2)   Aggregate number of securities to which transaction applies:
        111,200,000 shares of Quinpario common stock, par value $0.0001 per share ("Quinpario Common Stock")
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        $10.00 per share based on the average of the high and low prices of Quinpario Common Stock reported on the NASDAQ Stock Market on March 30, 2017
 
    (4)   Proposed maximum aggregate value of transaction:
        $1,112,000,000(1)
 
    (5)   Total fee paid:
        $128,881(2)
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

   


(1)
Estimated solely for the purposes of calculating the filing fee based on the number of shares of Quinpario Common Stock to be issued in the business combination.

(2)
The amount is the product of $1,112,000,000 multiplied by the SEC's filing fee of $115.90 per million.

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION
DATED APRIL 3, 2017

QUINPARIO ACQUISITION CORP. 2
12935 N. Forty Drive
Suite 201
St. Louis, Missouri 63141

Dear Quinpario Acquisition Corp. 2 Stockholders:

        You are cordially invited to attend the 2017 annual meeting of the stockholders of Quinpario Acquisition Corp. 2 ("Quinpario" or the "Company") at            , Eastern time, on             , 2017, at            (the "Annual Meeting").

        At the Annual Meeting, you will be asked to consider and vote upon a proposal (the "Business Combination Proposal") to approve a business combination agreement (the "Business Combination Agreement") for the acquisition by us of Novitex Holdings, Inc. ("Novitex") and of SourceHOV Holdings, Inc. ("SourceHOV"). Pursuant to the Business Combination Agreement, (i) a wholly owned subsidiary of the Company will merge with and into Novitex, with Novitex surviving the merger, as a result of which Novitex's equity holders will be entitled to receive 30,600,000 shares of Quinpario Common Stock at the closing, and (ii) a wholly owned subsidiary of the Company will merge with and into SourceHOV, with SourceHOV surviving the merger, as a result of which SourceHOV's equity holders will be entitled to receive 80,600,000 shares of Quinpario Common Stock at the closing. As further discussed in the accompanying proxy statement, in connection with the Business Combination, the cash held in our Trust Account, the anticipated proceeds from the sale of shares of newly issued Quinpario Common Stock in a private placement (the "PIPE Investment") and the proceeds of our debt financing will be used to refinance the existing debt of SourceHOV and Novitex, to pay fees and expenses related to the transaction and for general corporate purposes. We refer to the transactions contemplated by the Business Combination Agreement and the anticipated financing transactions collectively herein as the "Business Combination." A copy of the Business Combination Agreement is attached to the accompanying proxy statement as Annex A.

        It is a condition to closing under the Business Combination Agreement that the sum of (a) the amount in our Trust Account at closing and (b) the proceeds of the PIPE Investment be at least $275.0 million. As of February 28, 2017, there was approximately $201.0 million remaining in our Trust Account, and we anticipate raising a minimum of an additional $74.0 million in the PIPE Investment. Pursuant to the terms of our certificate of incorporation, holders of Quinpario Common Stock will have the right to redeem their shares for their pro rata portion of the Trust Account in connection with the completion of the Business Combination. Each redemption of shares of Quinpario Common Stock by our public stockholders will decrease the amount in our Trust Account, requiring us to raise additional PIPE Investment to meet the $275.0 million minimum condition. In no event, however, will we consummate an initial business combination if such transaction would cause our net tangible assets to be less than $5,000,001.

        Assuming that no Quinpario stockholders exercise their redemption rights and we issue exactly 7,400,000 shares of Quinpario Common Stock in the PIPE Investment, it is anticipated that, upon the closing of the Business Combination, the former equity holders of SourceHOV will own approximately 55.9%, the former equity holders of Novitex will own approximately 21.2%, current Quinpario stockholders (other than the Founders) will own approximately 13.9%, investors in the PIPE Investment will own approximately 5.1% and the Founders will own approximately 3.9% of the issued and outstanding shares of capital stock of the combined company.

        In addition to the Business Combination Proposal, you will also be asked to consider and vote upon proposals (a) to approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market ("Nasdaq"), the issuance of more than 20% of the issued and outstanding shares of Quinpario Common Stock pursuant to the Business Combination and the PIPE Investment (the "Nasdaq Proposal"), (b) to approve and adopt five separate amendments to the Company's current


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certificate of incorporation to (i) increase the Company's authorized capital stock (the "Authorized Capital Stock Proposal"), (ii) provide that certain provisions of the certificate of incorporation of the Company are subject to the Director Nomination Agreements, (iii) change the Company's corporate name from "Quinpario Acquisition Corp. 2" to "Exela Technologies, Inc.", (iv) provide that certain transactions are not "corporate opportunities" and that certain persons, including the Sellers and their affiliates, are not subject to the doctrine of corporate opportunity (the "Corporate Opportunity Proposal") and (v) provide for certain additional changes our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company (collectively, the "Certificate Proposals"), (c) to elect directors to serve on our board of directors (the "Director Election Proposal"), (d) to approve and adopt the 2017 Stock Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex     (the "Incentive Plan Proposal"), and (e) to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal and the Certificate Proposals. A copy of our proposed second amended and restated certificate of incorporation, assuming the Certificate Proposals are adopted, is attached to the accompanying proxy statement as Annex B. Upon consummation of the Business Combination, we will also adopt the amended and restated bylaws, attached to the accompany proxy statement as Annex C.

        Each of these proposals is more fully described in the accompanying proxy statement which each stockholder is encouraged to review carefully.

        APPROVAL OF THE BUSINESS COMBINATION, THE NASDAQ PROPOSAL, THE AUTHORIZED CAPITAL STOCK PROPOSAL AND THE CORPORATE OPPORTUNITY PROPOSAL ARE CONDITIONS TO CLOSING THE BUSINESS COMBINATION. THE BUSINESS COMBINATION WILL NOT BE CONSUMMATED UNLESS WE RECEIVE THE APPROVAL OF OUR STOCKHOLDERS FOR THESE PROPOSALS (OTHER THAN THE CORPORATE OPPORTUNITY PROPOSAL, WHICH MAY BE WAIVED AS A CONDITION BY THE PARTIES TO THE BUSINESS COMBINATION AGREEMENT IF NOT APPROVED).

        Our common stock, par value $0.0001 per share (the "Quinpario Common Stock"), units and warrants are currently listed on Nasdaq under the symbols "QPAC," "QPACU" and "QPACW," respectively. We have applied to continue the listing of our common stock on Nasdaq under the symbol "XELA" upon the closing of the Business Combination. Following the closing, we expect that our warrants will trade on Nasdaq under the symbol "XELAW"; our units may continue to trade on Nasdaq under the symbol "XELAU" or may be separated into the component securities and no longer trade as a separate security.

        Pursuant to our current certificate of incorporation, in connection with seeking approval of the Business Combination Proposal, we are providing our public stockholders with the opportunity to redeem their shares of Quinpario Common Stock for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account which holds the remaining proceeds of our initial public offering (our "IPO") as of two business days prior to the consummation of the Business Combination (less taxes payable and any accrued interest that we may withdraw for working capital) upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $201.0 million on February 28, 2017, the estimated per share redemption price would have been approximately $10.00. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. Our current certificate of incorporation provides that a public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the public shares. Holders of our outstanding public warrants do not have redemption rights in connection with the Business Combination. The holders of shares of Quinpario Common Stock issued prior to our IPO (the "Founder Shares") have agreed to waive their redemption rights with respect to their Founder Shares and any other shares they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro


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rata calculation used to determine the per-share redemption price. Currently, Quinpario Partners 2, LLC (our "Sponsor"), certain of its affiliates, a former partner of its affiliates, and our independent directors and officers own approximately 30.3% of the issued and outstanding shares of Quinpario Common Stock, consisting of all of the Founder Shares. Our Sponsor and other Founders have agreed to vote any shares of Quinpario Common Stock owned by them in favor of the Business Combination Proposal.

        We are providing this proxy statement and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Annual Meeting and at any adjournments or postponements of the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to read this proxy statement (and any documents incorporated into this proxy statement by reference) carefully. Please pay particular attention to the section entitled "Risk Factors."

        After careful consideration, our board of directors has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that our stockholders vote FOR all of the proposals presented to our stockholders. When you consider the board recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled "Proposal No. 1—Approval of the Business Combination—Certain Interests of Quinpario's Directors and Officers and Others in the Business Combination."

        Approval of each of the Business Combination Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Quinpario Common Stock that are present and entitled to vote at the Annual Meeting. Approval of each of the Nasdaq Proposal and the Incentive Plan Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Quinpario Common Stock that are present and entitled to vote and actually cast a vote thereon at the Annual Meeting. Approval of each of the Certificate Proposals requires the affirmative vote of holders of a majority of the outstanding shares of Quinpario Common Stock. Approval of the Director Election Proposal requires the affirmative vote of the holders of a plurality of the shares of Quinpario Common Stock represented in person or by proxy and entitled to vote thereon at the Annual Meeting. Our board of directors has already approved the Business Combination, the Nasdaq Proposal, each of the Certificate Proposals, the adoption of the 2017 Stock Incentive Plan, the nomination of the individuals to be elected to the board of directors in connection with the Director Election Proposal, and the other transactions contemplated by the foregoing.

        Your vote is very important. If you are a registered stockholder, please vote your shares as soon as possible using one of the following methods to ensure that your vote is counted, regardless of whether you expect to attend the Annual Meeting in person: (1) call the toll-free number specified on the enclosed proxy card and follow the instructions when prompted, (2) access the Internet website specified on the enclosed proxy card and follow the instructions provided to you, or (3) complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in "street name" through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Annual Meeting. A failure to vote your shares is the equivalent of a vote "AGAINST" the Certificate Proposals but, assuming a quorum is otherwise validly established, will have no effect on the other proposals to be considered at the Annual Meeting. Unless waived by the parties to the Business Combination Agreement, the closing of the Business Combination is conditioned upon the adoption and approval of the Business Combination Proposal, the Nasdaq Proposal, the Authorized Capital Stock Proposal and the Corporate Opportunity Proposal.

        If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the Annual Meeting. If you fail to return your proxy card or fail to submit your proxy by telephone or over the internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Annual Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Annual Meeting and, if a quorum is present, will have the same effect as a vote against


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each of the Certificate Proposals but will have no effect on the other proposals. If you are a stockholder of record and you attend the Annual Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

        TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (A) AFFIRMATIVELY VOTE EITHER FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL, (B) DEMAND THAT QUINPARIO REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT NO LATER THAN THE CLOSE OF THE VOTE ON THE BUSINESS COMBINATION PROPOSAL AT THE ANNUAL MEETING, AND (C) TENDER YOUR SHARES TO QUINPARIO'S TRANSFER AGENT PRIOR TO THE VOTE AT SUCH MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY'S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

        On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

  Sincerely,

                        , 2017

 

D. John Srivisal
President and Chief Executive Officer

        This proxy statement is dated                  , 2017, and is first being mailed to stockholders of the Company on or about                  , 2017.

        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.


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QUINPARIO ACQUISITION CORP. 2
12935 N. Forty Drive
Suite 201
St. Louis, Missouri 63141



NOTICE OF 2017 ANNUAL MEETING
OF STOCKHOLDERS OF QUINPARIO ACQUISITION CORP. 2



To Be Held On            , 2017

To the Stockholders of Quinpario Acquisition Corp. 2:

        NOTICE IS HEREBY GIVEN that the 2017 annual meeting of the stockholders (the "Annual Meeting") of Quinpario Acquisition Corp. 2, a Delaware corporation ("Quinpario" or the "Company"), will be held at            , Eastern time, on            , 2017, at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022. You are cordially invited to attend the Annual Meeting for the following purposes:

            (1)   The Business Combination Proposal—to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of February 21, 2017, as it may be amended, by and among the Company, SourceHOV Merger Sub, Novitex Merger Sub, SourceHOV, Novitex and the Sellers (the "Business Combination Proposal");

            (2)   The Nasdaq Proposal—To consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the issued and outstanding shares of Quinpario Common Stock in connection with the Business Combination and the PIPE Investment (the "Nasdaq Proposal");

            (3)   The Certificate Proposals—to consider and vote upon five separate proposals to amend our current certificate of incorporation to (collectively, the "Certificate Proposals"):

      increase the Company's authorized capital stock (the "Authorized Capital Stock Proposal");

      provide that certain provisions of the certificate of incorporation of the Company are subject to the Director Nomination Agreements;

      change the Company's corporate name from "Quinpario Acquisition Corp. 2" to "Exela Technologies, Inc.";

      provide that certain transactions are not "corporate opportunities" and that certain persons, including the Sellers and their affiliates, are not subject to the doctrine of corporate opportunity (the "Corporate Opportunity Proposal"); and

      provide for certain additional changes our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company;

            (4)   The Director Election Proposal—to consider and vote upon a proposal to elect (i) two Class A directors, to serve on the board of directors until the 2018 annual meeting of stockholders, (ii) two Class B directors, to serve on the board of directors until the 2019 annual meeting of stockholders, and (iii) three Class C directors, to serve on the board of directors until the 2020 annual meeting of stockholders, and until their respective successors are duly elected and qualified (the "Director Election Proposal");

            (5)   The Incentive Plan Proposal—to consider and vote upon a proposal to approve and adopt the 2017 Stock Incentive Plan (the "Incentive Plan Proposal");

            (6)   The Adjournment Proposal—to consider and vote upon a proposal to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to


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    approve one or more proposals presented to stockholders for vote (the "Adjournment Proposal"); and

            (7)   to consider and transact such other procedural matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.

        Only holders of record of Quinpario Common Stock at the close of business on            , 2017 are entitled to notice of the Annual Meeting and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting. A complete list of our stockholders of record entitled to vote at the Annual Meeting will be available for ten days before the Annual Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Annual Meeting.

        Pursuant to our amended and restated certificate of incorporation, we will provide our public stockholders with the opportunity to redeem their shares of Quinpario Common Stock for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account which holds the remaining proceeds of our IPO as of two business days prior to the consummation of the transactions contemplated by the Business Combination Agreement (less taxes payable and any accrued interest that we may withdraw for working capital) upon the closing of the transactions contemplated by the Business Combination Agreement. For illustrative purposes, based on funds in the Trust Account of approximately $201.0 million on February 28, 2017, the estimated per share redemption price would have been approximately $10.00. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. Our current certificate of incorporation provides that a public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the public shares. The holders of the Founder Shares have agreed to waive their redemption rights with respect to their Founder Shares and any other shares they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, Quinpario Partners 2, LLC, which we refer to as our "Sponsor," certain of its affiliates and a former partner of its affiliates and our independent directors and officers own approximately 30.3% of the issued and outstanding shares of Quinpario Common Stock, consisting of all of the Founder Shares. Our Sponsor and other Founders have agreed to vote any shares of Quinpario Common Stock owned by them in favor of the Business Combination Proposal.

        The transactions contemplated by the Business Combination Agreement will be consummated only if a majority of the outstanding shares of Quinpario Common Stock present and entitled to vote at the Annual Meeting are voted in favor of the Business Combination Proposal and the Nasdaq Proposal, the Authorized Capital Stock Proposal and the Corporate Opportunity Proposal are approved.

        Approval of each of the Business Combination Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Quinpario Common Stock that are present and entitled to vote at the Annual Meeting. Approval of each of the Nasdaq Proposal and the Incentive Plan Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Quinpario Common Stock that are present and entitled to vote and actually cast a vote thereon at the Annual Meeting. Approval of each of the Certificate Proposals requires the affirmative vote of holders of a majority of the outstanding shares of Quinpario Common Stock. Approval of the Director Election Proposal requires the affirmative vote of the holders of a plurality of the shares of Quinpario Common Stock represented in person or by proxy and entitled to vote thereon at the Annual Meeting.

        It is a condition to closing under the Business Combination Agreement that the sum of (a) the amount in our Trust Account at closing and (b) the proceeds of the PIPE Investment be at least $275.0 million. As of February 28, 2017, there was approximately $201.0 million remaining in our Trust Account, and we anticipate raising a minimum of an additional $74.0 million in the PIPE Investment. Pursuant to the terms of our certificate of incorporation, holders of Quinpario Common Stock will


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have the right to redeem their shares for their pro rata portion of the Trust Account in connection with the completion of the Business Combination. Each redemption of shares of Quinpario Common Stock by our public stockholders will decrease the amount in our Trust Account, requiring us to raise additional PIPE Investment to meet the $275.0 million minimum condition. In no event, however, will we consummate an initial business combination if such transaction would cause our net tangible assets to be less than $5,000,001.

        Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed business combination and related transactions and each of our proposals. We encourage you to read this proxy statement carefully. If you have any questions or need assistance voting your shares, please call us at (314) 548-6200.

    By Order of the Board of Directors,

                        , 2017

 

D. John Srivisal
President and Chief Executive Officer

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  Page  

SUMMARY TERM SHEET

    1  

FREQUENTLY USED TERMS

    6  

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

    7  

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

    8  

SUMMARY OF THE PROXY STATEMENT

    20  

SELECTED HISTORICAL FINANCIAL INFORMATION OF QUINPARIO

    40  

SELECTED HISTORICAL FINANCIAL INFORMATION OF SOURCEHOV

    41  

SELECTED HISTORICAL FINANCIAL INFORMATION OF NOVITEX

    45  

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

    48  

COMPARATIVE SHARE INFORMATION

    50  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    51  

RISK FACTORS

    53  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

    95  

2017 ANNUAL MEETING OF QUINPARIO STOCKHOLDERS

    109  

PROPOSAL NO. 1—APPROVAL OF THE BUSINESS COMBINATION

    115  

Vote Required for Approval

    115  

The Business Combination Agreement

    115  

The Registration Rights Agreement

    138  

The Director Nomination Agreements

    138  

The Forfeiture Agreement

    139  

Background of the Business Combination

    139  

Quinpario's Board of Directors' Reasons for the Approval of the Business Combination

    148  

Certain Interests of Quinpario's Directors and Officers and Others in the Business Combination

    156  

PIPE Investment

    157  

Debt Financing

    157  

Board of Directors of Quinpario Following the Business Combination

    159  

The Certificate Proposals; Bylaws

    159  

Name

    160  

Redemption Rights

    160  

Potential Purchases of Public Shares

    160  

Appraisal Rights

    160  

Accounting Treatment

    160  

Material U.S. Federal Income Tax Considerations for Stockholders Exercising Redemption Rights

    161  

Regulatory Matters

    166  

Recommendation of the Board of Directors

    166  

PROPOSAL NO. 2—APPROVAL OF THE ISSUANCE OF MORE THAN 20% OF THE ISSUED AND OUTSTANDING SHARES OF QUINPARIO COMMON STOCK PURSUANT TO THE BUSINESS COMBINATION AND THE PIPE INVESTMENT

    167  

Why the Company Needs Stockholder Approval

    167  

Effect of Proposal on Current Stockholders

    167  

Vote Required for Approval

    168  

Recommendation of the Board of Directors

    168  

PROPOSAL NO. 3—APPROVAL OF THE AMENDMENTS TO CURRENT CERTIFICATE OF INCORPORATION TO AUTHORIZE ADDITIONAL SHARES OF CAPITAL STOCK

    169  

Reasons for the Amendments

    169  

Comparison of Current Certificate of Incorporation to Proposed Certificate of Incorporation

    169  

i


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  Page  

Vote Required for Approval

    170  

Recommendation of the Board of Directors

    170  

PROPOSAL NO. 4—APPROVAL OF THE AMENDMENTS TO CURRENT CERTIFICATE OF INCORPORATION TO PROVIDE THAT CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION ARE SUBJECT TO THE DIRECTOR NOMINATION AGREEMENTS

    171  

Reasons for the Amendments

    172  

Comparison of Current Certificate of Incorporation to Proposed Certificate of Incorporation

    172  

Vote Required for Approval

    173  

Recommendation of the Board of Directors

    173  

PROPOSAL NO. 5—APPROVAL OF THE AMENDMENT TO THE CURRENT CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY

    174  

Reasons for the Amendments

    174  

Comparison of Current Certificate of Incorporation to Proposed Certificate of Incorporation

    174  

Vote Required for Approval

    174  

Recommendation of the Board of Directors

    174  

PROPOSAL NO. 6—APPROVAL OF AMENDMENTS TO THE CURRENT CERTIFICATE OF INCORPORATION TO PROVIDE THAT CERTAIN TRANSACTIONS ARE NOT 'CORPORATE OPPORTUNITIES'

    175  

Reasons for the Amendments

    175  

Comparison of Current Certificate of Incorporation to Proposed Certificate of Incorporation

    175  

Vote Required for Approval

    178  

Recommendation of the Board of Directors

    178  

PROPOSAL NO. 7—APPROVAL OF ADDITIONAL AMENDMENTS TO CURRENT CERTIFICATE OF INCORPORATION IN CONNECTION WITH THE BUSINESS COMBINATION

    179  

Reasons for the Amendments

    179  

Comparison of Current Certificate of Incorporation to Proposed Certificate of Incorporation

    180  

Vote Required for Approval

    189  

Recommendation of the Board of Directors

    189  

PROPOSAL NO. 8—ELECTION OF DIRECTORS TO THE BOARD

    190  

Overview

    190  

Vote Required for Approval

    190  

Recommendation of the Board of Directors

    190  

PROPOSAL NO. 9—APPROVAL AND ADOPTION OF THE 2017 STOCK INCENTIVE PLAN

    191  

Alignment of the 2017 Stock Incentive Plan with the Interests of the Company and Stockholders

    191  

Introduction

    193  

Certain U.S. Federal Income Tax Consequences

    199  

New Plan Benefits

    200  

Vote Required for Approval

    201  

Recommendation of the Board of Directors

    201  

PROPOSAL NO. 10—THE ADJOURNMENT PROPOSAL

    202  

Consequences if the Adjournment Proposal is Not Approved

    202  

Required Vote

    202  

Recommendation of the Board of Directors

    202  

INFORMATION ABOUT QUINPARIO

    203  

QUINPARIO MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    218  

INFORMATION ABOUT SOURCEHOV

    222  

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  Page  

SOURCEHOV MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    249  

INFORMATION ABOUT NOVITEX

    270  

NOVITEX MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    288  

MANAGEMENT AFTER THE BUSINESS COMBINATION

    303  

DESCRIPTION OF SECURITIES

    306  

BENEFICIAL OWNERSHIP OF SECURITIES

    317  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    319  

PRICE RANGE OF SECURITIES AND DIVIDENDS

    323  

INDEPENDENT PUBLIC ACCOUNTING FIRM

    324  

APPRAISAL RIGHTS

    324  

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

    324  

TRANSFER AGENT AND REGISTRAR

    324  

SUBMISSION OF STOCKHOLDER PROPOSALS

    324  

FUTURE STOCKHOLDER PROPOSALS

    324  

WHERE YOU CAN FIND MORE INFORMATION

    326  

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

    F-1  

ANNEX A—BUSINESS COMBINATION AGREEMENT

    A-1  

ANNEX B—FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EXELA TECHNOLOGIES,  INC. 

    B-1  

ANNEX C—FORM OF AMENDED AND RESTATED BYLAWS OF EXELA TECHNOLOGIES, INC. 

    C-1  

ANNEX D—FORM OF DIRECTOR NOMINATION AGREEMENT

    D-1  

ANNEX E—FORM OF REGISTRATION RIGHTS AGREEMENT

    E-1  

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SUMMARY TERM SHEET

        This Summary Term Sheet, together with the sections entitled "Questions and Answers About the Proposals for Stockholders" and "Summary of the Proxy Statement," summarize certain information contained in this proxy statement, but do not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached annexes, for a more complete understanding of the matters to be considered at the Annual Meeting. In addition, for definitions of terms commonly used throughout this proxy statement, including this Summary Term Sheet, see the section entitled "Frequently Used Terms."

    Quinpario is a blank check company formed on July 15, 2014 for the purpose of entering into a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. There currently are 28,848,601 shares of Quinpario Common Stock issued and outstanding, consisting of 20,098,601 shares originally sold as part of units in Quinpario's IPO (excluding 14,901,399 shares previously redeemed by public stockholders) and 8,750,000 Founder Shares that were issued to the Sponsor prior to Quinpario's IPO (which excludes 1,312,500 shares that were forfeited by the Sponsor after Quinpario's IPO), of which 495,090 shares were subsequently transferred to Quinpario's independent directors and to a former partner of Quinpario Partners. Certain of the Founder Shares are subject to a Forfeiture Agreement described in more detail below. In addition, there currently are 53,000,000 warrants of Quinpario outstanding, consisting of 35,000,000 public warrants originally sold as part of units in Quinpario's IPO and 18,000,000 Private Placement Warrants sold to the Sponsor in a private placement simultaneously with the consummation of Quinpario's IPO. Each warrant entitles its holder to purchase one-half of one share of Quinpario Common Stock at an exercise price of $5.75 per half share. The public warrants will become exercisable 30 days after the completion of Quinpario's initial business combination and expire at 5:00 p.m., New York time, five years after the completion of Quinpario's initial business combination or earlier upon redemption or liquidation. For the purposes of the Company's amended and restated certificate of incorporation and the warrant agreement governing the Company's outstanding warrants, the Business Combination constitutes a "business combination." Once the warrants become exercisable, Quinpario may redeem the outstanding public warrants at a price of $0.01 per warrant, if the last sale price of Quinpario Common Stock equals or exceeds $24.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before Quinpario sends the notice of redemption to the public warrant holders. The Private Placement Warrants, however, are non-redeemable so long as they are held by the Sponsor or its permitted transferees. For more information about Quinpario and its securities, see the sections entitled "Information About Quinpario," "Quinpario Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Securities."

    SourceHOV is a leading provider of platform-based enterprise information management ("EIM") and transaction processing solutions ("TPS") primarily for the healthcare, banking and financial services, commercial, public sector and legal industries. SourceHOV's business model uses a strategic mix of technology and services to provide industry solutions and proprietary technology which incorporate data aggregation, exception handling, decisioning, and business process automation. For more information about SourceHOV, see the sections entitled "Information About SourceHOV" and "SourceHOV Management's Discussion and Analysis of Financial Condition and Results of Operations."

    Novitex is a North American provider of document management and digital business process services. Novitex enables businesses to streamline their internal and external communications and workflows by offering an integrated suite of services organized across two categories: Digital Services and Document Logistics. For more information about Novitex, see the sections entitled

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      "Information About Novitex" and "Novitex Management's Discussion and Analysis of Financial Condition and Results of Operations."

    Subject to the terms of the Business Combination Agreement, the Business Combination will be funded through a combination of $1.35 billion in new debt financing, cash from Quinpario, rollover equity and cash on hand at closing, including from the proposed PIPE Investment. Equity holders of SourceHOV and Novitex are rolling over 100% of their current equity. As a result of the transaction, equity holders of SourceHOV and Novitex will collectively hold a majority of the equity of the combined company. For more information about the Business Combination Agreement, please see the section entitled "Proposal No. 1—Approval of the Business Combination—The Business Combination Agreement."

    In addition, in connection with the execution of the Business Combination Agreement, certain of the Founders have agreed pursuant to an agreement with the Sellers (the "Forfeiture Agreement") to forfeit certain shares of Quinpario Common Stock and Private Placement Warrants issued to such Founders at the time of the IPO. The number of shares of Quinpario Common Stock subject to such forfeiture at the closing of the Business Combination will be determined by such Founders and the Sellers at that time pursuant to a formula set forth in the agreement.

    It is anticipated that, upon completion of the Business Combination: (i) the HGM Group will own approximately 55.9% of the combined company; (ii) Novitex Parent will own approximately 21.2% of the combined company; (iii) the Company's public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 13.9% in the combined company; (iv) the PIPE Investors will own approximately 5.1% of the combined company (such that public stockholders, including PIPE Investors, will own approximately 19.1% of the combined company); and (v) the Founders will own approximately 3.9% of the combined company, after giving effect to the cancellation of an estimated 3,137,500 Founder Shares pursuant to the Forfeiture Agreement. These levels of ownership interest (a) assume that no shares are elected to be redeemed and that we have sold exactly 7,400,000 shares of Quinpario Common Stock, for approximately $74.0 million of gross proceeds, in the PIPE Investment; (b) are based upon certain estimates of Quinpario's management with respect to the number of shares of Quinpario Common Stock to be forfeited pursuant to the formula in the Forfeiture Agreement; and (c) do not take into account public warrants to purchase Quinpario Common Stock that will remain outstanding immediately following the Business Combination or the issuance of any shares upon completion of the Business Combination under the 2017 Stock Incentive Plan, a copy of which is attached to this proxy statement as Annex     . Under the Forfeiture Agreement, the Founders have agreed to cancel the aggregate 18,000,000 Private Placement Warrants held by them upon the consummation of the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the Company's existing stockholders in the combined company will be different. For more information, please see the sections entitled "Summary of the Proxy Statement—Impact of the Business Combination on the Company's Public Float" and "Unaudited Pro Forma Condensed Combined Financial Information."

    Quinpario's management and board of directors considered various factors in determining whether to approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, including the strong financial profiles and management teams of SourceHOV and Novitex, the attractive entry valuation of the Business Combination and the continued roles of Apollo and HGM Group following the closing. For more information about the decision-making process, see the section entitled "Proposal No. 1—Approval of the Business Combination—Quinpario's Board of Directors' Reasons for the Approval of the Business Combination."

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    Pursuant to Quinpario's current certificate of incorporation, in connection with the Business Combination, holders of Quinpario public shares may elect to have their Quinpario Common Stock redeemed for cash at the applicable redemption price per share calculated in accordance with the current certificate of incorporation. As of February 28, 2017, this would have amounted to approximately $10.00 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of the Quinpario Common Stock for cash and will no longer own shares of the combined company and will not participate in the future growth of the combined company, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent prior to the Annual Meeting. Please see the section entitled "2017 Annual Meeting of Quinpario's Stockholders—Redemption Rights."

    In addition to voting on the proposal to adopt the Business Combination Agreement and approve the transactions contemplated thereunder, including the Business Combination, at the Annual Meeting, the stockholders of the Company will be asked to vote on:

    a proposal to approve, for purposes of complying with applicable Nasdaq Listing Rules, the issuance of more than 20% of the issued and outstanding shares of Quinpario Common Stock in connection with the Business Combination and the PIPE Investment, which we refer to as the "Nasdaq Proposal" (Proposal No. 2);

    five separate proposals to approve and adopt amendments to the Company's current certificate of incorporation:

    authorize an additional 205,000,000 shares of Quinpario Common Stock and an additional 9,000,000 shares of preferred stock, which we refer to as the "Authorized Capital Stock Proposal" (Proposal No. 3);

    provide that certain provisions of the certificate of incorporation of the Company are subject to the Director Nomination Agreements (Proposal No. 4);

    change the Company's corporate name from "Quinpario Acquisition Corp. 2" to "Exela Technologies, Inc." (Proposal No. 5);

    provide that certain transactions are not "corporate opportunities" and that certain persons, including the Sellers and their affiliates, are not subject to the doctrine of corporate opportunity, which we refer to as the "Corporate Opportunity Proposal" (Proposal No. 6); and

    provide for certain additional changes, including eliminating certain provisions specific to our status as a blank check company, providing that our directors are not personally liable to the Company or our stockholders for monetary damages for a breach of fiduciary duty, and certain indemnification provisions our board of directors believes are necessary to adequately address the needs of the combined company, subject to approval by our stockholders at the Annual Meeting (Proposal No. 7);

    a proposal to elect seven directors to serve staggered terms on our board of directors until the 2018, 2019 and 2020 annual meeting of stockholders, respectively, and until their respective successors are duly elected and qualified, which we refer to as the "Director Election Proposal" (Proposal No. 8);

    a proposal to approve the 2017 Stock Incentive Plan, including the authorization of the initial share reserve under the 2017 Stock Incentive Plan and also for purposes of complying with Section 162(m) of the Code, which we collectively refer to as the "Incentive Plan Proposal" (Proposal No. 9); and

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      a proposal to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal or the Certificate Proposals (Proposal No. 10).

      Please see the sections entitled "Proposal No. 1—Approval of the Business Combination," "Proposal No. 2—Approval of the Issuance of More than 20% of the Issued and Outstanding Shares of Quinpario Common Stock Pursuant to the Business Combination and the PIPE Investment," "Proposal No. 3—Approval of the Amendments to Current Certificate of Incorporation to Authorize Additional Shares of Capital Stock," "Proposal No. 4—Approval of the Amendments to Current Certificate of Incorporation to Provide that Certain Provisions of the Certificate of Incorporation are Subject to the Director Nomination Agreements," "Proposal No. 5—Approval of the Amendment to the Current Certificate of Incorporation to Change the Name of the Company," "Proposal No. 6—Approval of Amendments to the Current Certificate of Incorporation to Provide that Certain Transactions are not 'Corporate Opportunities,'" "Proposal No. 7—Approval of Additional Amendments to Current Certificate of Incorporation in Connection with the Business Combination," "Proposal No. 8—Election of Directors to the Board," "Proposal No. 9—Approval and Adoption of the 2017 Stock Incentive Plan" and "Proposal No. 10—The Adjournment Proposal." The Business Combination Proposal is conditioned on the approval of the Nasdaq Proposal, the Authorized Capital Stock Proposal and the Corporate Opportunity Proposal at the Annual Meeting. Each of the Nasdaq Proposal, the Certificate Proposals and the Incentive Plan Proposal is conditioned upon the approval of the Business Combination Proposal at the Annual Meeting. Each of the proposals other than the Business Combination Proposal, the Nasdaq Proposal, the Certificate Proposals and the Incentive Plan Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement.

    Upon the closing of the Business Combination, we anticipate that our current directors will resign, that we will increase the size of our board of directors from seven to eight directors, and that the individuals set forth in the section "Management After the Business Combination" will be appointed to the board of directors and as executive officers of the Company, as applicable. An information statement will be prepared, filed with the SEC and transmitted to Quinpario stockholders pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 in connection with the change in composition of the board of directors of the combined company.

    Upon the closing of the Business Combination, it is anticipated that the combined company will adopt the amended and restated bylaws attached to this proxy statement as Annex C.

    Unless waived by the parties to the Business Combination Agreement, and subject to applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among others, termination of the waiting period under the HSR Act and receipt of certain stockholder approvals contemplated by this proxy statement. For more information about the closing conditions to the Business Combination, please see the section entitled "Proposal No. 1—Approval of the Business Combination—The Business Combination Agreement—Conditions to Closing of the Business Combination."

    The proposed Business Combination involves numerous risks. For more information about these risks, please see the section entitled "Risk Factors."

    In considering the recommendation of our board of directors to vote for the proposals presented at the Annual Meeting, including the Business Combination Proposal, you should be aware that, aside from their interests as stockholders, the Sponsor and certain members of our board of directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of our stockholders generally. Our board of directors was aware of and

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      considered these interests, among other matters, in evaluating and negotiating the Business Combination and transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the Annual Meeting, including the Business Combination Proposal. Stockholders should take these interests into account in deciding whether to approve the proposals presented at the Annual Meeting, including the Business Combination Proposal. These interests include, among other things:

      the fact that the Founders have agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

      the fact that the Sponsor paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination, so that if unrestricted and freely tradable these shares would be valued at approximately $50.0 million to $71.1 million (valued at $10.00 per share and after giving effect to the cancellation of approximately 1,637,500 to 3,750,000 Founder Shares pursuant to the formula set forth in the Forfeiture Agreement) even though, given the restrictions on such shares, we believe such shares have less value;

      the fact that the Founders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete an initial business combination by July 24, 2017;

      the fact that the Sponsor paid an aggregate of $9,000,000 for its 18,000,000 Private Placement Warrants to purchase shares of Quinpario Common Stock and that such Private Placement Warrants either (i) will be cancelled upon the consummation of the Business Combination pursuant to the Forfeiture Agreement or (ii) will expire worthless if a business combination is not consummated by July 24, 2017;

      the continued right of the Sponsor to hold Quinpario Common Stock;

      the fact that, at the option of the Sponsor, any amounts outstanding under any loan made by the Sponsor or an affiliate of the Sponsor to the Company in an aggregate amount up to $1,500,000, may be converted into warrants to purchase Quinpario Common Stock of the combined company;

      if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, Quinpario Partners and Jeffry N. Quinn, our former Chairman, each an affiliate of the Sponsor, have agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

      the continued indemnification of our existing directors and officers and the continuation of our directors' and officers' liability insurance after the Business Combination;

      the fact that the Sponsor and our officers and directors will lose their entire investment in us and will not be reimbursed for any further out-of-pocket expenses if an initial business combination is not consummated by July 24, 2017; and

      that, at the closing of the Business Combination we will enter into the Registration Rights Agreement with the Restricted Stockholders, which provides for registration rights to Restricted Stockholders and their permitted transferees.

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FREQUENTLY USED TERMS

        "2017 Stock Incentive Plan" means the Exela Technologies, Inc. 2017 Stock Incentive Plan.

        "Annual Meeting" means the 2017 annual meeting of the stockholders of the Company that is the subject of this proxy statement.

        "Apollo" means Apollo Global Management, LLC.

        "Authorized Capital Stock Proposal" means the proposal to amend the current certificate of incorporation to authorize an additional 205,000,000 shares of Quinpario Common Stock and an additional 9,000,000 shares of preferred stock.

        "Business Combination" means the transactions contemplated by the Business Combination Agreement, including (a) the mergers of (i) SourceHOV Merger Sub with and into SourceHOV, with SourceHOV surviving the merger; and (ii) Novitex Merger Sub with and into Novitex, with Novitex surviving the merger, and (b) the anticipated financing transactions in connection therewith.

        "Business Combination Agreement" means that certain Business Combination Agreement, dated as of February 21, 2017, by and among the Company, Novitex Merger Sub, SourceHOV Merger Sub, SourceHOV, Novitex, and the Sellers.

        "Certificate Proposals" means the proposal to approve and adopt five separate amendments to the current certificate of incorporation.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Company" or "Quinpario" means Quinpario Acquisition Corp. 2, a Delaware corporation.

        "Corporate Opportunity Proposal" means the proposal to amend the current certificate of incorporation to provide that certain transactions are not "corporate opportunities" and that certain persons, including the Sellers and their affiliates, are not subject to the doctrine of corporate opportunity.

        "current certificate of incorporation" means our amended and restated certificate of incorporation, dated January 15, 2015, as amended.

        "Debt Financing" means the debt financing to be arranged by the Company in connection with the Business Combination.

        "DGCL" means the General Corporation Law of the State of Delaware.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Founder Shares" means the aggregate 8,750,000 shares of Quinpario Common Stock that are currently owned by the Founders.

        "Founders" means the Sponsor, Quinpario's independent directors and a former partner of Quinpario Partners.

        "GAAP" means generally accepted accounting principles in the United States.

        "HGM Group" means, collectively, HOVS LLC and HandsOn Fund 4 I, LLC and certain of their respective affiliates.

        "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

        "IPO" means the initial public offering of the Company, which closed on January 22, 2015.

        "Morrow" means Morrow Sodali, proxy solicitor to the Company.

        "Nasdaq" means The Nasdaq Stock Market.

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        "Novitex" means Novitex Holdings, Inc., a Delaware corporation, and its subsidiaries.

        "Novitex Merger Sub" means Quinpario Merger Sub II, Inc., a Delaware corporation.

        "Novitex Parent" means Novitex Parent, L.P., a Delaware limited partnership, which is owned and controlled by certain funds managed by affiliates of Apollo.

        "PIPE Investment" means the sale of share of newly issued Quinpario Common Stock in a private placement in connection with the Business Combination.

        "PIPE Investors" means one or more purchasers of shares of Quinpario Common Stock in the PIPE Investment.

        "Private Placement Warrants" means the warrants held by the Sponsor that were issued to the Sponsor prior to our IPO, each of which is exercisable for one-half of one share of Quinpario Common Stock, in accordance with its terms.

        "public shares" means shares of Quinpario Common Stock included in the units issued in the Company's IPO.

        "public warrants" means the warrants included in the units issued in the Company's IPO, each of which is exercisable for one-half of one share of Quinpario Common Stock, in accordance with its terms.

        "Quinpario Common Stock" means the common stock of the Company, par value $0.0001 per share.

        "Quinpario Partners" means Quinpario Partners, LLC, the managing member of the Sponsor.

        "Restricted Stockholders" means the Founders and the Sellers.

        "SEC" means the United States Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended.

        "Sellers" means Novitex Parent and the HGM Group.

        "SourceHOV Merger Sub" means Quinpario Merger Sub I, Inc., a Delaware corporation.

        "Sponsor" means Quinpario Partners 2, LLC.

        "SourceHOV" means SourceHOV Holdings, Inc., a Delaware corporation, and its subsidiaries.

        "Transfer Agent" means Continental Stock Transfer & Trust Company.

        "Trust Account" means the trust account of the Company that holds the proceeds from the Company's IPO.


TRADEMARKS, TRADE NAMES AND SERVICE MARKS

        This proxy statement includes certain trademarks, trade names and service marks which are protected under applicable intellectual property laws and are the property of SourceHOV or Novitex, as applicable. This proxy statement also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this proxy statement may appear without the "®," "TM" or "SM" symbols, but such references are not intended to indicate, in any way, that SourceHOV or Novitex, as applicable, will not assert, to the fullest extent under applicable law, its rights or the right of the applicable licensor to these trademarks, trade names and service marks. The use or display of other parties' trademarks, trade names or service marks is not intended to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of Quinpario, SourceHOV or Novitex by, these other parties.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
FOR STOCKHOLDERS

        The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Annual Meeting, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to Quinpario stockholders. Quinpario urges stockholders to read carefully this entire proxy statement, including the annexes and the other documents referred to herein. Unless otherwise specified, all share calculations assume that no Quinpario stockholders exercise their redemption rights and that Quinpario issues exactly 7,400,000 shares of Quinpario Common Stock in connection with the PIPE Investment.

Q:
Why am I receiving this proxy statement?

A:
Quinpario stockholders are being asked to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, among other proposals. Quinpario has entered into the Business Combination Agreement that provides that (i) a wholly owned subsidiary of Quinpario will merge with and into SourceHOV, with SourceHOV surviving the merger, as a result of which SourceHOV's equity holders will be entitled to receive 80,600,000 shares of Quinpario Common Stock at the closing, and (ii) a wholly owned subsidiary of Quinpario will merge with and into Novitex, with Novitex surviving the merger, as a result of which Novitex's equity holders will be entitled to receive 30,600,000 shares of Quinpario Common Stock at the closing. In connection with the Business Combination, the cash held in the Trust Account (after giving effect to any redemptions), the anticipated proceeds from the sale of shares of newly issued Quinpario Common Stock in a private placement (the "PIPE Investment") and the proceeds of the Debt Financing will be used to refinance the existing debt of SourceHOV and Novitex, to pay fees and expenses related to the transaction and for general corporate purposes. The transactions contemplated by the Business Combination Agreement and the anticipated financing transactions collectively are referred to herein as the "Business Combination." A copy of the Business Combination Agreement is attached to the accompanying proxy statement as Annex A.

Quinpario Common Stock, units and warrants are currently listed on Nasdaq under the symbols "QPAC," "QPACU" and "QPACW," respectively. Quinpario has applied to continue the listing of Quinpario Common Stock on Nasdaq under the symbol "XELA" upon the closing of the Business Combination. Following the closing, it is expected that Quinpario warrants will trade on Nasdaq under the symbol "XELAW"; Quinpario units may continue to trade on Nasdaq under the symbol "XELAU" or may be separated into the component securities and no longer trade as a separate security.

This proxy statement and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Annual Meeting. You should read this proxy statement and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its annexes.

Q:
What is being voted on?

A:
Below are proposals on which Quinpario stockholders are being asked to vote.

1.
To approve and adopt the Business Combination Agreement (the "Business Combination Proposal");

2.
To approve, for purposes of complying with applicable Nasdaq Listing Rules, the issuance of more than 20% of the issued and outstanding shares of Quinpario Common Stock in connection with the Business Combination and the PIPE Investment (the "Nasdaq Proposal");

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    3.
    To consider and vote upon five separate proposals to amend Quinpario's amended and restated certificate of incorporation to (collectively, the "Certificate Proposals"):

    authorize an additional 205,000,000 shares of Quinpario Common Stock and an additional 9,000,000 shares of preferred stock (the "Authorized Capital Stock Proposal");

    provide that certain provisions of the certificate of incorporation of the combined company are subject to the Director Nomination Agreements;

    change the Company's name to Exela Technologies, Inc.;

    providing that certain transactions are not "corporate opportunities" and that certain persons, including the Sellers and their affiliates, are not subject to the doctrine of corporate opportunity (the "Corporate Opportunity Proposal"); and

    to provide for certain additional changes the Quinpario board of directors believes are necessary to adequately address the post-Business Combination needs of the Company.

    4.
    To elect seven directors to the board of directors (the "Director Election Proposal");

    5.
    To approve and adopt the 2017 Stock Incentive Plan (the "Incentive Plan Proposal"); and

    6.
    To approve the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve one or more stockholder proposals presented at the Annual Meeting (the "Adjournment Proposal"). The Adjournment Proposal will only be presented at the Annual Meeting if there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Q:
Are the proposals conditioned on one another?

A:
The Business Combination Proposal is conditioned upon the approval of the Nasdaq Proposal, the Authorized Capital Stock Proposal and the Corporate Opportunity Proposal. The Nasdaq Proposal, the Certificate Proposals and the Incentive Plan Proposal are each conditioned on the approval of the Business Combination Proposal. The Director Election Proposal and Adjournment Proposal do not require the approval of any other proposal to be effective. It is important for you to note that in the event that any of the Business Combination Proposal, the Nasdaq Proposal, the Authorized Capital Stock Proposal or the Corporate Opportunity Proposal does not receive the requisite vote for approval, then Quinpario will, unless the relevant condition under the Business Combination Agreement is waived, not consummate the Business Combination. If Quinpario does not consummate the Business Combination and fails to complete an initial business combination by July 24, 2017, Quinpario's current certificate of incorporation requires it to dissolve and liquidate the Trust Account.

Q:
Why is Quinpario proposing the Business Combination Proposal?

A:
Under Quinpario's current certificate of incorporation, it must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of an initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, Quinpario has elected to provide its stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, Quinpario is seeking to obtain the approval of the stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their public shares in connection with the closing of the Business Combination.

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Q:
What will happen in the Business Combination?

A:
At the closing of the Business Combination, (i) a wholly owned subsidiary of the Company will merge with and into SourceHOV, with SourceHOV surviving the merger, as a result of which SourceHOV's equity holders will be entitled to receive 80,600,000 shares of Quinpario Common Stock at the closing, and (ii) a wholly owned subsidiary of the Company will merge with and into Novitex, with Novitex surviving the merger, as a result of which Novitex's equity holders will be entitled to receive 30,600,000 shares of Quinpario Common Stock at the closing. In connection with the Business Combination, the cash held in the Trust Account, the anticipated proceeds from the PIPE Investment and the proceeds of the Debt Financing will be used to refinance the existing debt of SourceHOV and Novitex, to pay fees and expenses related to the transaction and for general corporate purposes. A copy of the Business Combination Agreement is attached to the accompanying proxy statement as Annex A.

Q:
What equity stake will current Quinpario stockholders and former SourceHOV and Novitex stockholders hold in the Company after the closing of the Business Combination?

A:
It is anticipated that, upon completion of the Business Combination: (i) the HGM Group will own approximately 55.9% of the combined company; (ii) Novitex Parent will own approximately 21.2% of the combined company; (iii) the Company's public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 13.9% in the combined company; (iv) the PIPE Investors will own approximately 5.1% of the combined company (such that public stockholders, including PIPE Investors, will own approximately 19.1% of the combined company); and (v) the Founders will own approximately 3.9% of the combined company. These levels of ownership interest (a) assume that no shares are elected to be redeemed and that Quinpario has sold exactly 7,400,000 shares of Quinpario Common Stock in the PIPE Investment; (b) are based upon certain estimates of Quinpario's management with respect to the number of shares of Quinpario Common Stock to be forfeited pursuant to the formula in the Forfeiture Agreement; and (c) do not take into account public warrants to purchase Quinpario Common Stock that will remain outstanding immediately following the Business Combination or the issuance of any shares upon completion of the Business Combination under the 2017 Stock Incentive Plan, a copy of which is attached to this proxy statement as Annex   . Under the Forfeiture Agreement, the Founders have agreed to cancel the aggregate 18,000,000 Private Placement Warrants held by them upon the consummation of the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Quinpario's existing stockholders in Quinpario will be different. If any of Quinpario's public stockholders exercise their redemption rights, the ownership interest in the combined company of Quinpario's public stockholders will decrease and the ownership interest of the Sellers will increase; if Quinpario sells more than 7,400,000 shares of Quinpario Common Stock in the PIPE Investment, the ownership interest in the combined company of Quinpario's public stockholders will also decrease.

Q:
What conditions must be satisfied to complete the Business Combination?

A:
There are a number of closing conditions in the Business Combination Agreement, including that Quinpario stockholders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled "Proposal No. 1—Approval of the Business Combination."

Q:
Will Quinpario obtain new financing in connection with the Business Combination?

A:
Quinpario has obtained a commitment letter from a syndicate of lenders to provide debt financing to the combined company in the aggregate amount of approximately $1.35 billion (i) to repay certain existing indebtedness of SourceHOV and Novitex, (ii) to pay fees and expenses incurred in

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    connection with the Business Combination, and (iii) for general corporate purposes. See the section entitled "Proposal No. 1—Approval of the Business Combination—Debt Financing."

Q:
Are there any arrangements to help ensure that the Company will have sufficient funds, together with the proceeds in its Trust Account and from the Debt Financing, to fund the total consideration for the Business Combination?

A:
Yes. It is anticipated that prior to the consummation of the Business Combination, the Company will enter into subscription agreements with one or more investors, pursuant to which the Company will issue an aggregate of at least 7,400,000 newly issued shares of Quinpario Common Stock, the proceeds of which will be used to consummate the Business Combination or for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions, which is referred to herein as the "PIPE Investment." The PIPE Investment is to be consummated simultaneously with the closing of the Business Combination. See the section entitled "Proposal No. 1—Approval of the Business Combination—PIPE Investment."

Q:
Why is Quinpario proposing the Nasdaq Proposal?

A:
Quinpario is proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a) and (d), which require stockholder approval of certain transactions that result in the issuance of 20% or more of the outstanding voting power or shares of common stock outstanding before the issuance of stock or securities.

In connection with the Business Combination, the Company expects to issue: (i) approximately 111,200,000 shares of Quinpario Common Stock in the Business Combination and (ii) approximately 7,400,000 shares of Quinpario Common Stock in the PIPE Investment. Because Quinpario may issue 20% or more of the outstanding Quinpario Common Stock when considering together the Business Combination and the PIPE Investment, it is required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a) and (d). For more information, please see the section entitled "Proposal No. 2—Approval of the Issuance of More than 20% of the Issued and Outstanding Shares of Quinpario Common Stock Pursuant to the Business Combination and the PIPE Investment."

Q:
Why is Quinpario proposing the Certificate Proposals?

A:
The proposed certificate of incorporation that Quinpario is asking its stockholders to approve in connection with the Business Combination provides for an increase in the number of authorized shares of Quinpario Common Stock and certain additional changes the board of directors believes are necessary to adequately address the post-Business Combination needs of the Company. Approval of each of the Authorized Capital Stock Proposal and the Corporate Opportunity Proposal is a condition to consummation of the Business Combination pursuant to the Business Combination Agreement. A copy of the proposed amended and restated certificate of incorporation, assuming adoption of the Certificate Proposals, is attached to this proxy statement as Annex B. In addition, upon consummation of the Business Combination, it is anticipated that the combined company will adopt the amended and restated bylaws attached to this proxy statement as Annex C.

Q:
Why is Quinpario proposing the Director Election Proposal?

A:
Pursuant to Nasdaq listing rule 5620, Quinpario is required to hold an annual meeting at which its stockholders are afforded the opportunity to elect directors. Quinpario's board of directors believes it is in the best interests of the Company for the current members of the board of directors to be

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    reelected. See the section entitled "Proposal No. 8—Election of Directors to the Board." Following the consummation of the Business Combination it is anticipated that the board of directors of the combined company will consist of eight members each having three year terms. See the section entitled "Management After the Business Combination" for additional information. An information statement will be prepared, filed with the SEC and transmitted to Quinpario stockholders pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 in connection with the change in composition of the board of directors of the combined company.

Q:
Why is Quinpario proposing the Incentive Plan Proposal?

A:
The purpose of the 2017 Stock Incentive Plan is to enhance the profitability and value of Quinpario for the benefit of its stockholders by enabling it to offer eligible employees, directors and consultants cash and stock-based incentive awards in order to attract, retain and reward these individuals and strengthen the mutuality of interests between them and the stockholders. See the section entitled "Proposal No. 9—Approval and Adoption of the 2017 Stock Incentive Plan" for additional information. Approval of the Incentive Plan Proposal is conditioned upon approval of the Business Combination Proposal. A copy of the 2017 Stock Incentive Plan is attached to this proxy statement as Annex   .

Q:
What happens if I sell my shares of Quinpario Common Stock before the Annual Meeting?

A:
The record date for the Annual Meeting is earlier than the date of the Annual Meeting. If you transfer your shares of Quinpario Common Stock after the record date, but before the Annual Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Annual Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Quinpario Common Stock prior to the record date, you will have no right to vote those shares at the Annual Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

Q:
What vote is required to approve the proposals presented at the Annual Meeting?

A:
The approval of each of the Business Combination Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of Quinpario Common Stock present and entitled to vote thereon at the Annual Meeting. Accordingly, a Quinpario stockholder's failure to vote by proxy or to vote in person at the Annual Meeting or the failure of a Quinpario stockholder who holds his or her shares in "street name" through a broker or other nominee to give voting instructions to such broker or other nominee (a "broker non-vote") will, assuming a valid quorum is established, have no effect on the outcome of any vote on the Business Combination Proposal or the Adjournment Proposal. Abstentions will have the same effect as a vote "AGAINST" the Business Combination Proposal and the Adjournment Proposal.

The approval of each of the Nasdaq Proposal and the Incentive Plan Proposal requires the affirmative vote of holders of a majority of the shares of Quinpario Common Stock present and entitled to vote and actually cast thereon at the Annual Meeting. Accordingly, a Quinpario stockholder's abstention, broker non-vote or failure to vote by proxy or to vote in person at the Annual Meeting will, assuming a valid quorum is established, have no effect on the outcome of any vote on the Nasdaq Proposal or the Incentive Plan Proposal.

The approval of each of the Certificate Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of Quinpario Common Stock. Accordingly, a Quinpario stockholder's failure to vote by proxy or to vote in person at the Annual Meeting, an abstention or a broker non-vote will have the same effect as a vote "AGAINST" the Certificate Proposals.

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    Directors are elected by a plurality of all of the votes cast by holders of shares of Quinpario Common Stock represented in person or by proxy and entitled to vote thereon at the Annual Meeting. This means that the seven nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Assuming a valid quorum is established, abstentions and broker non-votes will have no effect on the election of directors.

Q:
May Quinpario or the Sponsor, Quinpario's directors, officers, advisors or their respective affiliates purchase shares in connection with the Business Combination?

A:
In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor, Quinpario's directors, officers, or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account. None of Quinpario's directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Such a purchase would include a contractual acknowledgement that such stockholder, although still the holder of Quinpario Common Stock as of the record date, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor, Quinpario's directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account.

Q:
How many votes do I have?

A:
Quinpario stockholders are entitled to one vote at the Annual Meeting for each share of Quinpario Common Stock held of record as of the record date. As of the close of business on the record date, there were                outstanding shares of Quinpario Common Stock.

Q:
What constitutes a quorum?

A:
Holders of a majority in voting power of Quinpario Common Stock issued and outstanding and entitled to vote at the Annual Meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, a majority of the stockholders, present in person or represented by proxy, will have power to adjourn the Annual Meeting. As of the record date for the Annual Meeting,                shares of Quinpario Common Stock would be required to achieve a quorum.

Q:
How will Quinpario's directors and officers vote?

A:
In connection with the IPO, it entered into agreements with each of the Founders pursuant to which each agreed to vote any shares of Quinpario Common Stock owned by them in favor of the Business Combination Proposal. It is expected that the Founders will also vote in favor of the other Proposals to be voted on by Quinpario stockholders at the Annual Meeting. None of the Founders has purchased any shares in or after the IPO and neither Quinpario nor the Sponsor and Quinpario's directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares. Currently, the Founders own approximately 30.3% of the issued and outstanding shares of Quinpario Common Stock.

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Q:
What interests do Quinpario's current directors and officers have in the Business Combination?

A:
Quinpario's directors and officers may have interests in the Business Combination that are different from, or in addition to or in conflict with, yours. These interests include:

the fact that the Founders have agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

the fact that the Sponsor paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination, so that if unrestricted and freely tradable these shares would be valued at approximately $50.0 million to $71.1 million (valued at $10.00 per share and after giving effect to the cancellation of approximately 1,637,500 to 3,750,000 Founder Shares pursuant to the formula set forth in the Forfeiture Agreement) even though, given the restrictions on such shares, the Company believes such shares have less value;

the fact that the Founders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete an initial business combination by July 24, 2017;

the fact that the Sponsor paid an aggregate of $9,000,000 for its 18,000,000 Private Placement Warrants to purchase shares of Quinpario Common Stock and that such Private Placement Warrants either (i) will be cancelled upon the consummation of the Business Combination pursuant to the Forfeiture Agreement or (ii) will expire worthless if a business combination is not consummated by July 24, 2017;

the continued right of the Sponsor to hold Quinpario Common Stock;

the fact that, at the option of the Sponsor, any amounts outstanding under any loan made by the Sponsor or an affiliate of the Sponsor to the Company in an aggregate amount up to $1,500,000, may be converted into warrants to purchase Quinpario Common Stock of the combined company;

if the Trust Account is liquidated, including in the event Quinpario is unable to complete an initial business combination within the required time period, Quinpario Partners and Jeffry N. Quinn, Quinpario's former Chairman, each an affiliate of the Sponsor, have agreed to indemnify Quinpario to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Quinpario has entered into an acquisition agreement or claims of any third party for services rendered or products sold to it, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

the continued indemnification of Quinpario's existing directors and officers and the continuation of such directors' and officers' liability insurance after the Business Combination;

the fact that the Sponsor, officers and directors will lose their entire investment in Quinpario and will not be reimbursed for any further out-of-pocket expenses if an initial business combination is not consummated by July 24, 2017; and

that, at the closing of the Business Combination Quinpario will enter into the Registration Rights Agreement with the Restricted Stockholders, which provides for registration rights to Restricted Stockholders and their permitted transferees.

These interests may influence Quinpario's directors in making their recommendation that you vote in favor of the approval of the Business Combination.

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Q:
What happens if I vote against the Business Combination Proposal?

A:
If the Business Combination Proposal is not approved and Quinpario does not consummate a business combination by July 24, 2017, its current certificate of incorporation requires it to dissolve and liquidate the Trust Account.

Q:
Do I have redemption rights?

A:
If you are a holder of public shares, you may redeem your public shares for cash equal to a pro rata share of the aggregate amount on deposit in the Trust Account which holds the remaining proceeds of Quinpario's IPO as of two business days prior to the consummation of the Business Combination (less taxes payable and any accrued interest that Quinpario may withdraw for working capital) upon the consummation of the Business Combination. Quinpario's current certificate of incorporation provides that a public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group's shares, in excess of 15% of the outstanding public shares. The Founders have agreed to waive their redemption rights with respect to any shares of Quinpario Common Stock they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $201.0 million on February 28, 2017, the estimated per share redemption price would have been approximately $10.00. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of taxes payable and dissolution expenses) in connection with the liquidation of the Trust Account.

Q:
Will how I vote affect my ability to exercise redemption rights?

A:
No, however you may only exercise your redemption rights if you affirmatively vote your shares of Quinpario Common Stock for or against the Business Combination Proposal. The Business Combination Agreement may be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated.

Q:
How do I exercise my redemption rights?

A:
In order to exercise your redemption rights, you must, (a) affirmatively vote your shares of Quinpario Common Stock either for or against the Business Combination Proposal and (b) prior to            , Eastern time, on                        , 2017 (the date of the Annual Meeting), (i) submit a written request to the Transfer Agent that Quinpario redeem your public shares for cash, and (ii) deliver your stock to the Transfer Agent physically or electronically through Depository Trust Company, or DTC. The address of Continental Stock Transfer & Trust Company, the Transfer Agent, is listed on page 19.

Any demand for redemption, once made, may be withdrawn at any time until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to the Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that the Transfer Agent return the shares (physically or electronically). You may

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    make such request by contacting the Transfer Agent at the phone number or address listed on page 19.

Q:
What are the federal income tax consequences of exercising my redemption rights?

A:
The U.S. federal income tax consequences of exercising your redemption rights depend on the particular facts and circumstances. See the section entitled "Proposal No. 1—Approval of the Business Combination—Material U.S. Federal Income Tax Considerations for Stockholders Exercising Redemption Rights." Quinpario urges you to consult your tax advisor regarding the tax consequences of exercising your redemption rights.

Q:
If I am a Quinpario warrantholder, can I exercise redemption rights with respect to my warrants?

A:
No. The holders of Quinpario warrants have no redemption rights with respect to the warrants.

Q:
Do I have appraisal rights if I object to the proposed Business Combination?

A:
No. There are no appraisal rights available to holders of Quinpario Common Stock in connection with the Business Combination.

Q:
What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:
If the Business Combination is consummated, the funds held in the Trust Account will be released to (i) pay off existing indebtedness of SourceHOV and Novitex, (ii) pay Quinpario stockholders who properly exercise their redemption rights, (iii) pay all fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by the Company, Novitex Merger Sub, SourceHOV Merger Sub, SourceHOV and Novitex in connection with the transactions contemplated by the Business Combination and (iv) pay unpaid taxes of the Company.

Q:
What happens if the Business Combination is not consummated or is terminated?

A:
There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled "Proposal No. 1—Approval of the Business Combination—The Business Combination Agreement" for information regarding the parties' specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, Quinpario is unable to complete the Business Combination or another business combination transaction by July 24, 2017, its current certificate of incorporation provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest but net of taxes payable and dissolution expenses, by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the board of directors in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to Quinpario's obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

Quinpario expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have

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    received if they had redeemed their shares in connection with the Business Combination, subject in each case to Quinpario's obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of Founder Shares have waived any right to any liquidation distribution with respect to those shares.

    In the event of liquidation, there will be no distribution with respect to Quinpario's outstanding warrants. Accordingly, the warrants will expire worthless.

Q:
When is the Business Combination expected to be completed?

A:
It is currently anticipated that the Business Combination will be consummated promptly following the Annual Meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived. In any event, Quinpario expects the closing of the Business Combination to occur during the second quarter of 2017 and prior to July 24, 2017.

For a description of the conditions to the completion of the Business Combination, see the section entitled "Proposal No. 1—Approval of the Business Combination."

Q:
What do I need to do now?

A:
You are urged to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:
How do I vote?

A:
If you were a holder of record of Quinpario Common Stock on                        , 2017, the record date for the Annual Meeting, you may vote with respect to the applicable proposals in person at the Annual Meeting or by (1) calling the toll-free number specified on the enclosed proxy card and following the instructions when prompted, (2) accessing the Internet website specified on the enclosed proxy card and following the instructions provided to you, or (3) completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in "street name," which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Annual Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:
What will happen if I abstain from voting or fail to vote at the Annual Meeting?

A:
A properly executed proxy marked "ABSTAIN" with respect to a particular proposal will count as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote "AGAINST" the Business Combination Proposal and the Adjournment Proposal. A failure to vote in person or by proxy or an abstention will have the same effect as a vote "AGAINST" the Certificate Proposals. Abstentions will have no effect on any of the Nasdaq Proposal, the Incentive Plan Proposal or the Director Election Proposal.

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Q:
What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:
Signed and dated proxies received by Quinpario without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders.

Q:
If I am not going to attend the Annual Meeting in person, should I return my proxy card instead?

A:
Yes. Whether you plan to attend the Annual Meeting or not, please read this entire proxy statement carefully, and vote your shares by one of the following methods: (1) call the toll-free number specified on the enclosed proxy card and follow the instructions when prompted, (2) access the Internet website specified on the enclosed proxy card and follow the instructions provided to you, or (3) complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided.

Q:
If my shares are held in "street name," will my broker, bank or nominee automatically vote my shares for me?

A:
No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Quinpario believes the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker, or nominee is not voting your shares is referred to as a "broker non-vote." Broker non-votes will not be counted for the purpose of determining the existence of a quorum or for purposes of determining the number of votes cast at the Annual Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:
May I change my vote after I have mailed my signed proxy card?

A:
Yes. You may change your vote by sending a later-dated, signed proxy card to Quinpario's President and Chief Executive Officer at the address listed below so that it is received by Quinpario's President and Chief Executive Officer prior to the Annual Meeting, or attend the Annual Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to Quinpario's President and Chief Executive Officer, which must be received by Quinpario's President and Chief Executive Officer prior to the Annual Meeting.

Q:
What should I do if I receive more than one set of voting materials?

A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

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Q:
Who will solicit and pay the cost of soliciting proxies for the Annual Meeting?

A:
The Company will pay the cost of soliciting proxies for the Annual Meeting. The Company has engaged Morrow to assist in the solicitation of proxies for the Annual Meeting. The Company has agreed to pay Morrow a fee of $22,500, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. The Company will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Quinpario Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Quinpario Common Stock and in obtaining voting instructions from those owners. Quinpario's directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:
Who can help answer my questions?

A:
If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

D. John Srivisal, President and Chief Executive Officer
Quinpario Acquisition Corp. 2
12935 N. Forty Drive, Suite 201,
St. Louis, Missouri 63141
Tel: (314) 548-6200
Email: djsrivisal@quinpario.com

You may also contact the proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Individuals, please call toll-free: (800) 662-5200
Banks and brokerage, please call: (203) 658-9400
Email: QPAC.info@morrowsodali.com

To obtain timely delivery, Quinpario stockholders must request the materials no later than five business days prior to the Annual Meeting.

You may also obtain additional information about Quinpario from documents filed with the SEC by following the instructions in the section entitled "Where You Can Find More Information."

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to the Transfer Agent prior to the Annual Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Tel: (212) 845 3287
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT

        This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the Annual Meeting, you should read this entire proxy statement carefully, including the annexes. See also the section entitled "Where You Can Find More Information."

        Unless otherwise specified, all share calculations (i) assume no exercise of redemption rights by the Company's public stockholders, (ii) do not include any shares of Quinpario Common Stock issuable upon the exercise of public warrants and (iii) assume an issuance of exactly 7,400,000 shares of Quinpario Common Stock in connection with the PIPE Investment.

        Unless otherwise indicated or the context otherwise requires, references in this Summary of the Proxy Statement to "Exela," the "combined company," "we," "our," "us" and other similar terms refer to Exela Technologies, Inc. (as Quinpario will be renamed) and its consolidated subsidiaries, including SourceHOV and Novitex and each of their respective subsidiaries, after giving effect to the Business Combination. Unless otherwise indicated or the context otherwise requires, references to "pro forma" information gives pro forma effect to the Business Combination as if they had occurred on December 31, 2016 in the case of balance sheet data and January 1, 2016 in the case of statement of operations data.

Combined Business Summary

Business Overview

        The strategic combination of SourceHOV and Novitex will form Exela Technologies, Inc. ("Exela"), which will be one of the largest global providers of information and transaction processing solutions. As part of the broader business process outsourcing ("BPO") industry, Exela's technology-enabled solutions allow multi-national organizations to address critical challenges resulting from the massive amounts of data obtained and created through their daily global operations. That data, and the supporting technology architecture, have become increasingly complex to manage as the volume, velocity, and variety continue to increase, requiring aggregation and integration across disparate parts of our clients' organizations. To effectively execute transactions and manage mission-critical processes, decisions need to be executed accurately, with rapid turn-around time, and often subject to various regulatory and compliance requirements. We believe our process expertise, information technology capabilities and operational insights enable our clients' organizations to more efficiently and effectively execute transactions, make decisions, drive revenue and profitability, and communicate critical information to their employees, customers, partners, and vendors. We believe this value proposition positions Exela to be a core operations and technology partner to our clients.

        For the fiscal year ended December 31, 2016, we generated $1.3 billion of pro forma revenue, $(42.2) million of pro forma net loss, and $349.9 million of pro forma Adjusted EBITDA; of which approximately 90% of pro forma revenues are recurring in nature and supported by long-term client contracts. See "Selected Unaudited Pro Forma Condensed Combined Financial Information—Non-GAAP Measures."

        Our solutions address the life cycle of transaction processing and enterprise information management, from enabling payment gateways and data exchanges across multiple systems, to matching inputs against contracts and handling exceptions, to ultimately depositing payments and distributing communications. As a leader in complex information processing, we specialize in transactions that require multiple layers of validation, supporting documentation processing, and reconciliation. Our suite of offerings combine platform modules across information management, payments, finance & accounting, legal & loss prevention, and unified communication services to provide both industry

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specific solutions, and solutions which span across multiple industries. Our pro forma revenue by end market for the fiscal year ended December 31, 2016 can be broken down as follows:

GRAPHIC

        At the foundation of our industry solution offerings, we use a combination of data-driven processes, technology, and human capital, delivered through integrated Enterprise Information Management ("EIM") and Transaction Processing Solutions ("TPS") platforms:

    Exela's proprietary EIM platforms facilitate the exchange, consolidation, organization, and analysis of large amounts of structured and unstructured data that are crucial to an enterprise's ability to effectively manage decisions, and enable the presentment of critical information through our unified communication services. These platforms can be hosted on client premises, within Exela's data centers, and / or in a cloud hosting and computing environment.

    Exela's TPS offerings then use the structured data output from our EIM platforms and apply industry and customer specific rules-based data validation, management of exceptions, business automation, and outcome resolutions to complete transactions, client interactions, and other operational processes.

    Exela's model is to provide integrated EIM and TPS platforms as industry solutions, with reliable information workflows through data aggregation, seamless connectivity, and automated processes that significantly reduce cycle times and improve quality. As a result, we believe we can execute a wide range of business processes, across multiple industries that are deeply embedded in, and essential to, our clients' most critical organizational workflows.

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GRAPHIC

        Exela seeks to develop long-term relationships with large, multi-national organizations that are information-intensive and require specialized processing or subject matter expertise. We offer solutions to highly attractive industries such as healthcare, banking and financial services, insurance, public sector, legal, and commercial. On a pro forma basis, we serve over 3,500 customers, including over 60% of the Fortune® 100.

        We believe that our global presence benefits our clients with a balance of proximity, service, and cost to meet their needs. Exela uses a global delivery model to serve multi-national customers in over 50 countries, where we provide services from a network of over 1,250 onsite client facilities and approximately 150 delivery centers, strategically located throughout the Americas, Europe, and Asia. We believe our global delivery model uniquely positions us to offer multi-lingual capabilities, optimize logistical requirements, have access to a large employee pool, and provide a flexible "right-shoring" solution for our clients.

Industry Overview

        Overall, corporations have an increased propensity to outsource day-to-day business processes as enterprises look for opportunities to accelerate performance and innovation, reduce costs, and streamline or standardize their business processes, allowing them to increase focus on growth. As advances in automation and ongoing technological innovation further drive demand for process outsourcing, we believe companies increasingly seek a higher degree of efficiency, customization, connectivity, quality, and partnership from BPO solution providers.

        We believe Exela is well positioned to capitalize on key secular trends driving growth in the BPO industry including (i) companies seeking to achieve industry-specific solutions and domain expertise to provide greater value, (ii) pressures on companies to enhance profitability and increase efficiency and reliability, (iii) outsourcing services seen as increasingly mission-critical as business processes become more complex, and (iv) high costs and risks associated with switching providers generally resulting in long-term strategic commitments from customers.

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        According to NelsonHall, the current market for BPO is estimated to be over $400 billion and is expected to grow at approximately 6% compounded annual growth rate ("CAGR") over the next four years. The two largest markets that Exela is focused on, healthcare and financial services, are projected to grow at approximately 7% and 5% CAGR, respectively, over the next four years. Additionally, over 70% of related services are performed in-house by enterprises, translating to an outsourced penetration rate of approximately 30%, providing a large untapped opportunity for BPO providers.

GRAPHIC

Overview of Our Pro Forma Revenues

        Our business consists of the following three reportable segments:

        Information and Transaction Processing Solutions ("ITPS").    The ITPS segment is our largest segment, with $983 million of pro forma revenues for the fiscal year ended December 31, 2016, representing 74% of Exela's pro forma revenues. ITPS provides industry solutions for banking and financial services, including lending solutions for mortgages and auto loans, and banking solutions for clearing, Anti-Money Laundering, sanctions, and cross-border settlement; property and casualty insurance solutions for enrollments, claims processing, and communications; public sector solutions for income tax processing, benefits administration, and records management; multi-industry solutions for payment processing and reconciliation, integrated receivable and payables management, document logistics and location services, records management, and electronic storage of data / documents; and software, hardware, and maintenance related to information and transaction processing automation, among others. We generate ITPS revenues primarily from a transaction-based pricing model for the various types of volumes processed, licensing and maintenance fees for technology sales, and a mix of fixed management fee and transactional revenue for document logistics and location services. A representative example of our ITPS Business-to-Business accounts payable management solution, which

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connects suppliers, buyers, and consumers via web-based portals, mail, fax, and mobile applications, is described below:

GRAPHIC

        Healthcare Solutions ("HS").    The HS segment generated $248 million of pro forma revenues for the fiscal year ended December 31, 2016, representing 19% of Exela's pro forma revenues. Our HS offerings include revenue cycle solutions, integrated accounts payable and accounts receivable, and information management for both the healthcare payer and provider markets. Our payer service offerings include claims processing, claims adjudication and auditing services, enrollment processing and policy management, and scheduling and prescription management. Our provider service offerings include medical coding and insurance claim generation, underpayment audit and recovery, and medical records management. As a leader in complex claims processing, we specialize in transactions that require multiple layers of validation, supporting documentation processing, reconciliation, and management of exceptions. We generate HS revenues primarily from a transaction-based pricing model for the various types of volumes processed for healthcare payers and providers. A representative

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example of the HS solutions we offer to a leading healthcare insurance provider is noted in the following illustration:

GRAPHIC

        Legal & Loss Prevention Services ("LLPS").    The LLPS segment generated $102 million of pro forma revenues for the fiscal year ended December 31, 2016, representing 8% of Exela's pro forma revenues. Our LLPS solutions include processing of legal claims for class action and mass action settlement administrations, involving project management support, notification, and outreach to claimants; and collection, analysis, and distribution of settlement funds. Additionally, we provide data and analytical services in the context of litigation consulting, economic and statistical analysis, expert witness services, and revenue recovery services for delinquent accounts receivable. We generate LLPS revenues primarily based on time and materials pricing as well as through transactional services priced on a per item basis. A representative example of our LLPS solutions includes the claims management and distribution process that we facilitated as a part of the broader National Mortgage Settlement, a large joint state and federal consumer fraud settlement, the workflow of which is noted in the following illustration:

GRAPHIC

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Transaction Rationale

        The combination of SourceHOV and Novitex is highly strategic, and we expect several resulting benefits, including the following:

        Unlocking new growth channels through enhanced scale and brand awareness.    We believe that as clients across the industry move increasingly toward outsourcing more processes to fewer vendors, our breadth of service offerings and depth of domain expertise, combined with a strong delivery footprint, will continue to be a differentiating factor. As a result of this strategic combination, we expect Exela will improve its position as a leading, global scale EIM and TPS provider, delivering mission-critical, technology-enabled services to many of the world's largest enterprises. We intend to leverage our global scale to pursue client opportunities that are larger and more comprehensive in scope and increase our opportunity for sustainable long-term revenue growth. We believe Exela's global delivery network provides clients with a balance of proximity, service, and lower cost. For example, the proximity of delivery centers to clients is often critical in winning business in regulated industries such as healthcare, banking and financial services, and the public sector, where processing facilities are required to be adjacent to customer operations, utilize a local workforce, and comply with stringent regulations such as HIPAA, PCI, and NARA, among others.

        We believe SourceHOV and Novitex have strong reputations in the market and that these will be further enhanced as we utilize best practices of each organization across sales, operations, technology, and human capital management to win and retain clients.

        Maximizing highly complementary solution offerings.    We believe the combination will transform Exela into a single-source global EIM and TPS company. Our combined scale and complementary services will position us to offer a comprehensive set of solutions across the EIM and TPS service continuum that will allow us to increase our client penetration and market share. SourceHOV has historically maintained industry leading solutions in both EIM and TPS, with particularly differentiated, industry-specific offerings in TPS that enable proprietary, scalable analytics to convert data into automated rules-based outcomes. Novitex has historically maintained industry leading, large scale infrastructure in the information acquisition and presentation phase of EIM. We intend to maximize each company's core competencies, for instance, targeting Novitex customers for which we can offer complementary add-on services expanding into SourceHOV's transaction processing solutions. For example, in areas where Novitex performs document logistics for insurance claims, invoices, customer interaction, and regulatory communications, we will aim to add SourceHOV's solutions for validation, decisioning, and payments to capture the full lifecycle of business processes.

        Reinforcing our leadership position in existing industries.    We believe the combination will give Exela a leading market position in EIM and TPS and expect to gain further market share within a highly attractive $400 billion market opportunity. Specifically, our focus on the healthcare and banking and financial services markets positions us well to benefit from a number of positive industry trends, including further outsourcing adoption as a means to drive efficiency and accelerate innovation, continued globalization and rapid industry and technological changes, and the need to provide a seamless and secure solution. Each of the companies have developed long track records with clients, and as a result, we believe we are deeply embedded in, and essential to, our clients' organizational workflows, creating strong customer loyalty. SourceHOV's and Novitex's track records of delivering high-quality, innovative solutions to clients will further improve our competitive position by combining their unique process expertise, information technology capabilities, and operational insights.

        We will continue to focus our efforts on an industry-specific model that will allow us to deliver tailored solutions that will utilize our combined best practices across sales, operations, technology, and human capital management. As an example, we believe that we will enhance our relationships to be an even more strategic partner to our insurance clients by having our platforms and operations integrated across multiple departments from customer communications to claims processing and from accounts payable to accounts receivable management, with delivery across the globe.

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        Further diversifying across clients, end-markets and geographies.    We believe the combination reduces exposure to market risk and client concentration through diversification of client, end-markets and geographies. Exela will serve the top 10 U.S. banks and over 120 global banks, 9 of the top 10 U.S. insurance companies, the top 5 U.S. healthcare insurance payers and over 900 healthcare providers, 98% of the Am Law® 100, 4 of the top 5 world's largest retail chains, over 30 states and counties, and over 80 government entities. For the fiscal year ended December 31, 2016, SourceHOV's top 10 customers represented less than 25% of its revenues and the top customer represented less than 7% of revenues, and Novitex's top 10 customers represented less than 40% of its revenues and the top customer represented less than 8% of revenues. Pro forma for the combination, Exela will have over 210 clients contributing at least $1 million in annual Exela revenue. We will benefit from a global delivery model to serve customers in over 50 countries, where we provide services from a network of delivery centers strategically located throughout the Americas, Europe, and Asia.

        Increased revenue visibility, stronger margins and greater free cash flow generation.    We have highly visible and recurring revenues which are underpinned by our deep relationships across over 3,500 customers and long-term contracts. The companies achieved pro forma Adjusted EBITDA margins of 24% for the fiscal year ended December 31, 2016 and expect to further benefit from increased scale, operating enhancement, and synergy realization. Additionally, we have an asset-lite operating model that is highly cash-generative, which is evidenced by our capital expenditures as a percentage of revenues totaling 3% for the fiscal year ended December 31, 2016.

Key Combined Business Strategies

        The key elements of our growth strategy are described below:

        Pursue meaningful revenue synergy opportunities:    We believe we have a number of meaningful revenue synergy opportunities, including expanding the scope of our existing client relationships, pursuing new client opportunities, and utilizing our combined platform to develop new process capabilities and industry expertise.

    Expand relationships with existing clients.  We intend to aggressively pursue cross-sell and up-sell opportunities within our existing client base. With an installed base of over 3,500 customers, we believe we have meaningful opportunities to offer a bundled suite of services and be a "one-stop-shop" for our clients' information and transaction processing needs. The combined company sales force will continue to be organized on an industry basis and will be re-deployed to remove duplication, and utilize solutions and relationships to better serve our clients across all levels of their organizations. Our sales force will be incentivized to drive additional revenue opportunities across the combined client bases while also driving higher-margin bundled solutions. As an example, we plan to offer a full suite of healthcare-focused solutions by bundling enrollments, policy and plan management, claims processing, audit and recovery services, payment solutions, integrated accounts payable and receivable, medical records management, and unified communication services for payers and providers.

    Pursue new client opportunities.  We plan to continue to develop new long-term, strategic client relationships, especially where we have an opportunity to deliver a wide range of our capabilities and have a meaningful impact on our clients' business outcomes. For example, we plan to dedicate resources within the legal industry in order to pursue opportunities in e-discovery and contract management services.

    Develop additional process capabilities and industry expertise.  We will focus on developing additional process capabilities and market expertise for our core industries. We will continue to invest in technology and innovation that will accelerate the build-out of our portfolio of next-generation solutions, such as platform-based descriptive and predictive analytics services for processing flows of "Big Data" to help clients gain better insight into their processes and

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      businesses. As an example, on behalf of our customers, we are deploying Big Data automation platforms to analyze individual consumer behavior and interaction patterns to identify opportunities for revenue enhancement and loss prevention, and configure optimal outreach campaigns to drive sales, loyalty, and profitability.

        Pursue meaningful cost synergy opportunities and accelerate long-term profitability.    We have identified significant cost synergies, the majority of which will be actionable within 9 months of closing the transaction. Due to similar operating infrastructures between SourceHOV and Novitex, we believe we have opportunities across information technology, operations, facilities, and corporate functions to achieve over $70.3 million in total run-rate cost savings executable over the course of 2 years. We believe these cost savings are in the following categories:

    Information Technology.  We estimate cost savings of $10.5 million across consolidation of IT management, insourcing of third-party vendors, and savings related to consolidation of IT services and software license replacement with an in-house platform.

    Operations.  We estimate cost savings of $25.2 million from data entry offshoring, regional management rationalization, and consolidation of spend.

    Facilities.  We estimate $9.0 million of savings from lease and headcount savings resulting from facilities consolidation.

    Corporate and Shared Services.  We estimate cost savings of $25.6 million primarily across shared services, including the finance, accounting, legal, and human resources departments, in addition to vendor savings from consolidation of costs such as audit & tax, insurance, and ERP.

        Additionally, we intend to further improve our margins through increased focus on operational best practices and cost efficiency through further process standardization, increasing use of automation, and increased focus on quality. Our strategy is that over time this will result in margin expansion and enhanced productivity. Although we believe we have opportunities to achieve over $70.3 million in total run-rate cost savings, we have conservatively assumed that $37.5 million are achieved.

        Capitalize on our enhanced scale and operating capacity.    We intend to utilize Exela's increased global scale and brand recognition to strengthen our ability to bid on new opportunities. We plan to dedicate more resources to pursue whitespace coverage to expand our range of service offerings and pursue additional cross-selling opportunities. We will also look to use our increased scale and operations expertise to improve utilization of our assets. As an example, Novitex recently made approximately $45 million of investments to create and equip two Tier-III document processing and outsourcing centers in Windsor, Connecticut, and Austin, Texas, which Novitex refers to as its MegaCenters. We will pursue a strategy of consolidating smaller regional document processing centers to the MegaCenters which will increase efficiency through economies of scale. By driving utilization up from the current levels of approximately 30% to 60%, Exela will benefit from high flow through margins from increased revenues with minimal incremental investment.

Parties to the Business Combination

Quinpario

        Quinpario is a Delaware special purpose acquisition company formed in July 2014 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Quinpario and one or more businesses.

        Quinpario's securities are traded on Nasdaq under the ticker symbols "QPAC," "QPACU" and "QPACW." We have applied to continue the listing of Quinpario Common Stock on Nasdaq under the symbol "XELA." Following the closing, we expect that our warrants will trade on Nasdaq under the

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symbol "XELAW"; our units may continue to trade on Nasdaq under the symbol "XELAU" or may be separated into the component securities and no longer trade as a separate security.

        The mailing address of Quinpario's principal executive office is 12935 N. Forty Drive, Suite 201, St. Louis, Missouri 63141.

SourceHOV Merger Sub

        SourceHOV Merger Sub, a Delaware corporation, is a wholly-owned subsidiary formed by us on February 17, 2017 to consummate the Business Combination. In the Business Combination, SourceHOV Merger Sub will merge with and into SourceHOV, with SourceHOV surviving the merger.

Novitex Merger Sub

        Novitex Merger Sub, a Delaware corporation, is a wholly-owned subsidiary formed by us on February 17, 2017 to consummate the Business Combination. In the Business Combination, Novitex Merger Sub will merge with and into Novitex, with Novitex surviving the merger.

SourceHOV

        SourceHOV is a leading provider of platform-based EIM and TPS primarily for the healthcare, banking and financial services, commercial, public sector, and legal industries. SourceHOV's business model uses a strategic mix of technology and services to provide industry solutions and proprietary technology which incorporate data aggregation, exception handling, decisioning, and business process automation.

        SourceHOV's EIM and TPS solutions are focused in areas where it can utilize the scale of its platforms and address the full life cycle of its clients' business functions. SourceHOV's offerings are delivered across three business segments:

    Information and Transaction Processing Solutions ("ITPS") (56% of revenues).  Within its ITPS segment, SourceHOV provides industry solutions for banking and financial services, including lending solutions for mortgages and auto loans, and banking solutions for clearing, Anti-Money Laundering, sanctions, and cross-border settlement; property and casualty insurance solutions for enrollments, claims processing, and communications; public sector solutions for income tax processing, benefits administration, records management; multi-industry solutions for payment processing and reconciliation, integrated receivable and payables management, document logistics and location services, records management, and electronic storage of data / documents; and software, hardware, and maintenance related to information and transaction processing automation, among others.

    Healthcare Solutions ("HS") (31% of revenues).  Within its HS segment, SourceHOV provides a number of solutions including revenue cycle solutions, integrated accounts payable and receivable, and information management for both the healthcare payer and provider markets. Its payer service offerings include claims processing, claims adjudication and audit services, enrollment processing and policy management, scheduling, and prescription management. Its provider service offerings include medical coding and insurance claim generation, underpayment audit and recovery, and medical records management. As a leader in complex claims processing, SourceHOV specializes in transactions that require multiple layers of validation, supporting documentation processing, reconciliation, and management of exceptions.

    Legal & Loss Prevention Services ("LLPS") (13% of revenues).  Within its LLPS segment, SourceHOV provides a number of solutions including processing of legal claims for class action and mass action settlement administrations, involving project management support, notification, and outreach to claimants; and collection, analysis, and distribution of settlement funds.

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      Additionally, it provides data and analytical services in the context of litigation consulting, economic and statistical analysis, expert witness services, and revenue recovery services for delinquent accounts receivable.

        SourceHOV solutions benefit leading organizations in information-intensive businesses that have frequent access and distribution requirements, and require data analytics, specialized processing, or subject matter expertise. SourceHOV provides services from a network of approximately 120 delivery centers to customers in over 50 countries with over 16,000 employees. Approximately 90% of SourceHOV's revenues are recurring in nature and supported by long-term client contracts. SourceHOV's largest client accounted for less than 7% of 2016 revenue, while its top 10 clients accounted for less than 25% of 2016 revenues with an average tenure of 13 years. SourceHOV generated $790 million in revenue, $(48) million in net loss, and $173 million in Adjusted EBITDA for the year ended December 31, 2016. Approximately 83% and 17% of 2016 revenues were generated in the Americas and Europe, respectively. See "Selected Historical Financial Information of SourceHOV—Reconciliation of GAAP to non-GAAP Measures."

Novitex

        Novitex is a North American provider of document management and digital business process services. Novitex enables businesses to streamline their internal and external communications and workflows by offering an integrated suite of services organized across two categories: Digital Services and Document Logistics.

        The Digital Services category combines technology-driven applications and platforms with Novitex's expertise and consists of the following:

    Customer communications management ("CCM"): the strategic management and improvement of outbound communications, including the creation, delivery, storage, and retrieval of communications;

    Outbound, recurring document processing:  repetitive production work, such as statements, invoices, insurance policies, and other informational documents that contain content unique to each recipient;

    Production business recovery services:  backup transactional print and mail services supporting clients' operations when an internal breakdown or a natural disaster disrupts the primary functions of such operations;

    Business process automation:  the automation of complex business processes, such as mortgage processing and claims processing, beyond conventional data manipulation and record-keeping activities; and

    Managed print services ("MPS"): the optimization of clients' onsite document output to decrease costs, reduce paper waste, and increase employee efficiency.

        Novitex's Document Logistics services consist of delivery logistics, which includes presort services and shipping cost optimization, and staffing-based document management services, which includes mailroom management, document reproduction services ("reprographics") and hospitality solutions (such as staffing lobby hosts and providing hoteling support).

        Through its integrated suite of Digital Service and Document Logistics offerings, which Novitex refers to as the Integrated Document Life Cycle™ (the "IDLC"), Novitex connects its clients' inbound and outbound communications in both physical and digital forms. Before the introduction of the IDLC, multiple stakeholders within client businesses would outsource fragmented pieces of the document life cycle to separate vendors. With the IDLC, these multiple stakeholders can outsource their document

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processing needs to a single provider, Novitex, creating a more efficient model for document processing services.

        Novitex now provides many of its top clients with a combination of both Digital Services and Document Logistics as an integrated outsourced solution to their document-related needs. Novitex supports a large and diverse base of approximately 400 clients, consisting of Fortune® 500 companies, Am Law® 200 law firms and public sector organizations, with approximately 7,500 employees located across approximately 1,250 client sites and 32 offsite facilities as of December 31, 2016. In addition, Novitex benefits from a highly diversified client base that includes clients in highly regulated industries, such as banking, property and casualty insurance, healthcare, government, legal, technology, consumer, manufacturing, energy and universities. For the fiscal year ended December 31, 2016, Novitex generated $543 million in revenues, $(19) million in net loss, and $75 million in Adjusted EBITDA. See "Selected Historical Financial Information of Novitex—Reconciliation of GAAP to non-GAAP Measures."

Structure of the Business Combination

        The Business Combination Agreement provides for (i) the merger of SourceHOV Merger Sub with and into SourceHOV, as a result of which the separate corporate existence of SourceHOV Merger Sub will cease, with SourceHOV continuing as the surviving company and an indirect subsidiary of the Company, and (ii) the merger of Novitex Merger Sub with and into Novitex, as a result of which the separate corporate existence of Novitex Merger Sub will cease, with Novitex as the surviving company and an indirect subsidiary of the Company.

        The following diagrams illustrate the structure of the Business Combination and the structure of the combined company immediately following the Business Combination:


The Business Combination

GRAPHIC

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After the Business Combination

GRAPHIC

Consideration to Selling Equityholders in the Business Combination

        Pursuant to the Business Combination Agreement, equity holders of SourceHOV and Novitex will receive shares of Quinpario Common Stock in exchange for their current equity in SourceHOV and Novitex. Each share of SourceHOV common stock will be converted into the right to receive a number of shares of Quinpario Common Stock equal to 80,600,000 divided by the number of shares of SourceHOV common stock outstanding immediately prior to the effective time of the Business Combination, assuming settlement in SourceHOV common stock of all SourceHOV RSU Awards then outstanding, whether vested or unvested. Each share of common stock of Novitex will be converted into the right to receive a number of shares of Quinpario Common Stock equal to 30,600,000 divided by the number of shares of Novitex common stock outstanding immediately prior to the effective time of the Business Combination. Cash will be paid in lieu of any fractional shares of Quinpario Common Stock.

Redemption Rights

        Pursuant to the current certificate of incorporation, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the current certificate of incorporation. As of February 28, 2017, this would have amounted to approximately $10.00 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of Quinpario Common Stock for cash and will no longer own shares of the Company. Such a holder will be entitled to receive cash for its public shares only if it (a) affirmatively votes its shares of Quinpario Common Stock for or against the Business Combination Proposal and (b) properly demands redemption and delivers its shares (either physically or electronically) to the Transfer Agent prior to the Annual Meeting. See the section entitled "2017 Annual Meeting of Quinpario Stockholders—Redemption Rights" for the procedures to be followed if you wish to redeem your shares for cash.

PIPE Investment

        In connection with the Business Combination, the Company expects to enter into subscription agreements with one or more investors to purchase at least 7,400,000 shares of Quinpario Common Stock for an aggregate commitment amount of approximately $74.0 million, subject to certain conditions, including the closing of the Business Combination.

        The shares of Quinpario Common Stock to be issued pursuant to the subscription agreements will not be registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2)

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of the Securities Act and/or Regulation D promulgated thereunder. We anticipate that the subscription agreements will provide for customary registration rights for the PIPE Investors.

        The subscription agreements will be terminated, and be of no further force and effect, upon the earlier to occur of (i) the termination of the Business Combination Agreement in accordance with its terms, (ii) the mutual written agreement of the parties thereto or (iii) if any of the conditions to the closing are not satisfied on or prior to the closing and which make the consummation of the Business Combination fail to occur.

Debt Financing

        In connection with the entry into the Business Combination Agreement, Quinpario has entered into a commitment letter to provide for debt financing in an aggregate principal amount of up to $1.35 billion as well as a committed $100 million senior secured revolving facility, a portion of which will be available at closing (the "Debt Financing"). Quinpario has received firm commitments from a consortium of financial institutions to provide the Debt Financing, which includes the revolving credit facility. See the section of this proxy statement captioned "Proposal No. 1—Approval of the Business Combination—Debt Financing."

Impact of the Business Combination on the Company's Public Float

        It is anticipated that, upon completion of the Business Combination: (i) the HGM Group will own approximately 55.9% of the combined company; (ii) Novitex Parent will own approximately 21.2% of the combined company; (iii) the Company's public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 13.9% in the combined company; (iv) the PIPE Investors will own approximately 5.1% of the combined company (such that public stockholders, including PIPE Investors, will own approximately 19.1% of the combined company); and (v) the Founders will own approximately 3.9% of the combined company, after giving effect to the cancellation of an estimated 3,137,500 Founder Shares pursuant to the Forfeiture Agreement. These levels of ownership interest (a) assume that no shares are elected to be redeemed and that we have sold exactly 7,400,000 shares of Quinpario Common Stock, for approximately $74.0 million of gross proceeds, in the PIPE Investment; (b) are based upon certain estimates of Quinpario's management with respect to the number of shares of Quinpario Common Stock to be forfeited pursuant to the formula in the Forfeiture Agreement; and (c) do not take into account public warrants to purchase Quinpario Common Stock that will remain outstanding immediately following the Business Combination or the issuance of any shares upon completion of the Business Combination under the 2017 Stock Incentive Plan, a copy of which is attached to this proxy statement as Annex    . Under the Forfeiture Agreement, the Founders have agreed to cancel the aggregate 18,000,000 Private Placement Warrants held by them upon the consummation of the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the Company's existing stockholders in the combined company will be different.

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        The following table illustrates the share ownership in the combined company based on these assumptions:

 
  Share Ownership in
Combined Company(1)
 

The Company's public stockholders

    13.9 %

The PIPE Investors

    5.1 %

Founders

    3.9 %

Novitex Parent

    21.2 %

HGM Group

    55.9 %

    100 %

(1)
Assumes that no stockholders elect to redeem shares, and that Quinpario issues exactly 7,400,000 shares in the PIPE Investment, the minimum number of shares that would be required to satisfy the condition to the Business Combination that the sum of (a) the amount in our Trust Account at closing and (b) the proceeds of the PIPE Investment, be at least $275.0 million.

Board of Directors of Quinpario Following the Business Combination

        Upon consummation of the Business Combination, we anticipate increasing the size of the combined company's board of directors from seven directors to eight directors, with each Class A director having a term that expires at the combined company's annual meeting of stockholders in 2018, each Class B director having a term that expires at the combined company's annual meeting of stockholders in 2019 and each Class C director having a term that expires at the combined company's annual meeting of stockholders in 2020, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. Please see the section entitled "Management After the Business Combination" for additional information. An information statement will be prepared, filed with the SEC and transmitted to Quinpario stockholders pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 in connection with the change in composition of the board of directors of the combined company.

The Certificate Proposals; Bylaws

        Upon the closing of the Business Combination, our current certificate of incorporation will be amended promptly to reflect the Certificate Proposals to:

    authorize an additional 205,000,000 shares of Quinpario Common Stock and an additional 9,000,000 shares of preferred stock (Proposal No. 3);

    provide that certain provisions of the certificate of incorporation of the Company are subject to the Director Nomination Agreements (Proposal No. 4);

    change the Company's corporate name from "Quinpario Acquisition Corp. 2" to "Exela Technologies, Inc." (Proposal No. 5);

    provide that certain transactions are not "corporate opportunities" and that certain persons, including the Sellers and their affiliates, are not subject to the doctrine of corporate opportunity (Proposal No. 6); and

    provide for certain additional changes, including eliminating certain provisions specific to our status as a blank check company, providing that our directors are not personally liable to the Company or our stockholders for monetary damages for a breach of fiduciary duty, and certain indemnification provisions our board of directors believes are necessary to adequately address

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      the needs of the combined company, subject to approval by our stockholders at the Annual Meeting (Proposal No. 7).

        In addition, upon the closing of the Business Combination, it is anticipated that the combined company will adopt the amended and restated bylaws attached to this proxy statement as Annex C.

Date, Time and Place of Annual Meeting

        The Annual Meeting will be held at                , Eastern time, on                , 2017, at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, or at such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date

        Only Quinpario stockholders of record at the close of business on                , 2017, the record date for the Annual Meeting, will be entitled to vote at the Annual Meeting. You are entitled to one vote for each share of Quinpario Common Stock that you owned as of the close of business on the record date. If your shares are held in "street name" or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 28,848,601 shares of Quinpario Common Stock outstanding and entitled to vote, of which 8,750,000 are held by the Founders.

Proxy Solicitation

        Proxies may be solicited by mail. Quinpario has engaged Morrow to assist in the solicitation of proxies.

        If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Annual Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section entitled "2017 Annual Meeting of Quinpario Stockholders—Revoking Your Proxy."

Accounting Treatment

        The business combination will be accounted for as a business combination for which SourceHOV has been determined to be the accounting acquirer based on the following predominate factors:

    SourceHOV will have the largest portion of voting rights in the newly formed entity;

    the largest minority shareholder of the combined entity is a current SourceHOV shareholder;

    SourceHOV is the largest entity by revenue and by assets; and

    the management of SourceHOV is expected to be primarily composed of the management of the newly formed entity, however specific roles have yet to be determined.

        Since SourceHOV is determined to be the accounting acquirer in the reverse merger with Quinpario, the accounting for the merger will be similar to that of a capital infusion, as the only pre-combination asset of the Company is cash held in trust. The assets and liabilities of the Company will be carried at historical cost and SourceHOV will not record any step-up in basis or any intangible assets or goodwill as a result of the merger with Quinpario. The acquisition of Novitex will be treated as a business combination under ASC 805 and will be accounted for using the acquisition method. SourceHOV will record the fair value of assets and liabilities acquired from Novitex.

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Appraisal Rights

        Appraisal rights are not available to our stockholders in connection with the Business Combination.

Regulatory Matters

        Under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"), and the rules and regulations promulgated thereunder, certain transactions, including the Business Combination, may not be consummated until, among other things, pre-merger notifications have been made and certain information has been furnished to the Federal Trade Commission and the Antitrust Division of the Department of Justice, and certain waiting period requirements have expired or been terminated. All necessary pre-merger notifications under the HSR Act were made on March 24, 2017. See the section of this proxy statement captioned "Proposal No. 1—Approval of the Business Combination—Regulatory Matters" for additional information.

Quorum and Required Vote for Stockholder Proposals

        A quorum of Quinpario stockholders is necessary to hold a valid meeting. A quorum will be present at the Annual Meeting if a majority of Quinpario Common Stock outstanding and entitled to vote at the Annual Meeting is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum, but broker non-votes will not be counted for purposes of establishing a quorum.

        The approval of each of the Business Combination Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of Quinpario Common Stock present and entitled to vote thereon at the Annual Meeting. Accordingly, a Quinpario stockholder's failure to vote by proxy or to vote in person at the Annual Meeting or the failure of a Quinpario stockholder who holds his or her shares in "street name" through a broker or other nominee to give voting instructions to such broker or other nominee (a "broker non-vote") will, assuming a valid quorum is established, have no effect on the outcome of any vote on the Business Combination Proposal or the Adjournment Proposal. Abstentions will have the same effect as a vote "AGAINST" the Business Combination Proposal and the Adjournment Proposal.

        The approval of each of the Nasdaq Proposal and the Incentive Plan Proposal requires the affirmative vote of holders of a majority of the shares of Quinpario Common Stock present and entitled to vote and actually cast a vote thereon at the Annual Meeting. Accordingly, a Quinpario stockholder's abstention, broker non-vote or failure to vote by proxy or to vote in person at the Annual Meeting will, assuming a valid quorum is established, have no effect on the outcome of any vote on the Nasdaq Proposal or the Incentive Plan Proposal.

        The approval of each of the Certificate Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of Quinpario Common Stock. Accordingly, a Quinpario stockholder's failure to vote by proxy or to vote in person at the Annual Meeting, an abstention or a broker non-vote will have the same effect as a vote "AGAINST" the Certificate Proposals.

        Directors are elected by a plurality of all of the votes cast by holders of shares of Quinpario Common Stock represented in person or by proxy and entitled to vote thereon at the Annual Meeting. This means that the seven nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Assuming a valid quorum is established, abstentions and broker non-votes will have no effect on the election of directors.

        The Business Combination Proposal is conditioned on the approval of each of the Nasdaq Proposal, the Authorized Capital Stock Proposal and the Corporate Opportunity Proposal. The Nasdaq

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Proposal, each of the Certificate Proposals and the Incentive Plan Proposal are each conditioned on the approval of the Business Combination Proposal. The Director Election Proposal and Adjournment Proposal do not require the approval of any other proposal to be effective. It is important for you to note that in the event that the Business Combination Proposal, the Nasdaq Proposal, the Authorized Capital Stock Proposal or the Corporate Opportunity Proposal does not receive the requisite vote for approval, then we will, unless the relevant condition under the Business Combination Agreement is waived, not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by July 24, 2017, our current certificate of incorporation requires us to dissolve and liquidate our Trust Account.

Recommendation to Quinpario Stockholders

        Quinpario's board of directors believes that each of the Business Combination Proposal, the Nasdaq Proposal, each of the Certificate Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal to be presented at the Annual Meeting is in the best interests of the Company and its stockholders and unanimously recommends that its stockholders vote "FOR" each of the proposals. In evaluating the Business Combination and making these determinations and this recommendation, the Quinpario board of directors consulted with Quinpario's senior management, Quinpario's financial and legal advisors and considered a number of factors. For more information see "Proposal No. 1—Approval of the Business Combination—Quinpario's Board of Directors' Reasons for the Approval of the Business Combination."

Certain Interests of Quinpario's Directors and Officers and Others in the Business Combination

        When you consider the recommendation of the Quinpario board of directors in favor of approval of these proposals, you should keep in mind that its directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a stockholder. These interests include, among other things:

    the fact that the Founders have agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

    the fact that the Sponsor paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination, so that, if unrestricted and freely tradable, these shares would be valued at approximately $50.0 million to $71.1 million (valued at $10.00 per share and after giving effect to the cancellation of approximately 1,637,500 to 3,750,000 Founder Shares pursuant to the formula set forth in the Forfeiture Agreement) even though, given the restrictions on such shares, we believe such shares have less value;

    the fact that the Founders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete an initial business combination by July 24, 2017;

    the fact that the Sponsor paid an aggregate of $9,000,000 for its 18,000,000 Private Placement Warrants to purchase shares of Quinpario Common Stock and that such Private Placement Warrants either (i) will be cancelled upon the consummation of the Business Combination pursuant to the Forfeiture Agreement or (ii) will expire worthless if a business combination is not consummated by July 24, 2017;

    the continued right of the Sponsor to hold Quinpario Common Stock;

    the fact that, at the option of the Sponsor, any amounts outstanding under any loan made by the Sponsor or an affiliate of the Sponsor to the Company in an aggregate amount up to $1,500,000,

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      may be converted into warrants to purchase Quinpario Common Stock of the combined company;

    if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, Quinpario Partners and Jeffry N. Quinn, our former Chairman, each an affiliate of the Sponsor, have agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

    the continued indemnification of our existing directors and officers and the continuation of our directors' and officers' liability insurance after the Business Combination;

    the fact that the Sponsor, officers and directors will lose their entire investment in us and will not be reimbursed for any further out-of-pocket expenses if an initial business combination is not consummated by July 24, 2017; and

    that, at the closing of the Business Combination, we will enter into the Registration Rights Agreement with the Restricted Stockholders, which provides for registration rights to Restricted Stockholders and their permitted transferees.

Conditions to Closing of the Business Combination

        The obligations of each party to consummate the transactions contemplated by the Business Combination Agreement, including the Business Combination, are subject to the satisfaction, or written waiver of each of the following conditions:

    All required waiting periods or approvals under the HSR Act and all applicable antitrust laws shall have expired, been received or terminated;

    No applicable law or injunction enacted, entered, promulgated, enforced or issued by any governmental authority or other legal restraint or prohibition preventing the consummation of the Business Combination shall be in effect;

    Both the SourceHOV Merger and the Novitex Merger shall have been consummated substantially simultaneously;

    The approval of the Business Combination Proposal, the Nasdaq Proposal, the Authorized Capital Stock Proposal and the Corporate Opportunity Proposal shall have been obtained;

    The HGM Consent and the Novitex Consent (each as defined in the Business Combination Agreement) shall have been obtained, which condition has since been satisfied; and

    Quinpario shall have received financing on the terms provided for in the commitment letter between Quinpario, Royal Bank of Canada, RBC Capital Markets, LLC, Credit Suisse AG, Cayman Islands Branch, Credit Suisse Securities (USA) LLC, Natixis Securities Americas LLC, KKR Capital Markets LLC, and KKR Corporate Lending LLC.

        In addition, the obligations of Quinpario to effect the Business Combination are subject to fulfillment, on or prior to the closing date, of the following condition (which may be waived in writing by Quinpario):

    Quinpario shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing.

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        In addition, the obligations of the Sellers, SourceHOV and Novitex to effect the Business Combination are subject to the condition (which may be waived by each Seller) that, after giving effect to (i) the redemptions each holder of Quinpario Common Stock is entitled to pursuant to Quinpario's current certificate of incorporation and (ii) the PIPE Investments, the amount in the Trust Account plus the total proceeds from the PIPE Investments available to Quinpario equals no less than $275,000,000 in cash.

        For additional information regarding these and certain additional conditions to the completion of the Business Combination, see the section entitled "Proposal No. 1—Approval of the Business Combination."

Risk Factors

        In evaluating the proposals set forth in this proxy statement, you should carefully read this proxy statement, including the annexes, and especially consider the factors discussed in the section entitled "Risk Factors."

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SELECTED HISTORICAL FINANCIAL INFORMATION OF QUINPARIO

        The following table sets forth selected historical financial information derived from Quinpario's audited financial statements included elsewhere in this proxy statement as of December 31, 2016 and 2015, and for the years ended December 31, 2016 and 2015, and for the period from July 15, 2014 (inception) to December 31, 2014. You should read the following selected financial information in conjunction with the section entitled "Quinpario Management's Discussion and Analysis of Financial Condition and Results of Operations" and Quinpario's financial statements and the related notes appearing elsewhere in this proxy statement.

 
  For the
year ended
December 31,
2016
  For the
year ended
December 31,
2015
  For the
Period from
July 15, 2014
(Inception) to
December 31,
2014(a)
 

Statement of Operation Data:

                   

Reimbursement of due diligence expenses

  $   $ 500,000   $  

General and administrative costs

    (1,128,167 )   (1,027,734 )   (53,338 )

Loss from operations

    (1,128,167 )   (527,734 )   (53,338 )

Interest income

    1,185,130     155,807      

Net income (loss) attributable to common shares outstanding

    56,963     (371,927 )   (53,338 )

Net income (loss) per common share outstanding basic and diluted

    0.01     (0.04 )   (0.01 )

Weighted average number of common shares outstanding basic and diluted

    10,414,438     10,261,416     8,750,000  

(a)
Quinpario was incorporated on July 15, 2014 and therefore is not presenting the information for any prior periods.
 
  As of
December 31,
2016
  As of
December 31,
2015
  As of
December 31,
2014
 

Balance Sheet Data:

                   

Cash

  $ 120,382   $ 881,923   $ 1,273  

Investments held in Trust Account

    351,088,398     350,155,268      

Total Assets

    351,208,780     351,111,906     212,377  

Total Liabilities

    12,357,331     12,317,420     240,715  

Common stock subject to possible redemption

    333,851,446     333,794,485      

Total stockholders' equity (deficit), net

    5,000,003     5,000,001     (28,338 )

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SELECTED HISTORICAL FINANCIAL INFORMATION OF SOURCEHOV

        The following table sets forth selected historical financial information derived from SourceHOV's (i) audited financial statements included elsewhere in this proxy statement as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014 and (ii) audited financial statements as of December 31, 2014, 2013 and 2012 and for the years ended December 31, 2013 and 2012 not included in this proxy statement. You should read the following selected financial information in conjunction with the section entitled "SourceHOV Management's Discussion and Analysis of Financial Condition and Results of Operations" and SourceHOV's financial statements and the related notes appearing elsewhere in this proxy statement.

 
  Year Ended December 31,  
 
   
   
   
  2013    
 
 
   
   
   
  Successor    
  Predecessor    
 
 
   
   
   
   
   
 
 
   
   
   
  Period from
May 1 to
December 31
   
  Period from
January 1 to
April 30
   
 
(in thousands, except share and per share data)
  2016   2015   2014    
  2012  
   
 

Statements of Operations Information:

                                         

Revenue

  $ 789,926   $ 805,232   $ 650,918   $ 428,140       $ 216,536   $ 595,176  

Cost of revenue (exclusive of depreciation and amortization)

    519,121     559,846     451,539     305,891         152,943     399,609  

Gross Profit

    270,805     245,386     199,379     122,249         63,593     195,567  

Selling, general and administrative expenses

    130,437     120,691     131,864     63,360         44,810     94,392  

Depreciation and amortization

    79,639     75,408     65,227     39,217         15,357     42,033  

Impairment of goodwill and other intangible assets

            154,454                  

Related party expense

    10,493     8,977     19,080                        

Operating Income (Loss)

    50,236     40,310     (171,246 )   19,672         3,426     59,142  

Other expense (income), net:

                                         

Interest expense, net

    109,414     108,779     48,045     24,659         17,428     53,586  

Loss on extinguishment of debt

            18,548               24,889      

Sundry expense (income), net

    712     3,247     (2,201 )                    

Net (loss) income before income taxes

    (59,890 )   (71,716 )   (235,638 )   (4,987 )       (38,891 )   5,556  

Income tax benefit (expense)

    11,787     26,812     38,003     1,661         13,551     (2,145 )

Net (loss) income

    (48,103 )   (44,904 )   (197,635 )   (3,326 )       (25,340 )   3,411  

Income per share:

                                         

Basic

    (333.13 )   (310.97 )   (1,368.67 )   (60.87 )       (2.41 )   0.11  

Diluted

    (333.13 )   (310.97 )   (1,368.67 )   (60.87 )       (2.41 )   0.11  

Weighted average number of shares outstanding:

                                         

Basic

    144,399     144,399     144,399     54,645         10,527,662     31,582,925  

Diluted

    144,399     144,399     144,399     54,645         10,527,662     31,582,925  

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(in thousands)
  2016   2015   2014   2013    
  2012  
 
  Successor
   
  Predecessor
 

Balance Sheet Data:

                                   

Cash and cash equivalents

  $ 8,361   $ 16,619   $ 22,667   $ 17,412       $ 9,017  

Accounts receivable, net of allowance for doubtful accounts

    138,421     145,162     157,853     147,186         132,092  

Working capital

    (41,404 )   18,162     42,583     102,124         71,196  

Total assets

    969,486     960,048     1,009,797     1,046,184         625,305  

Long-term debt, net of current maturities

    983,502     975,142     952,071     501,962         536,647  

Total liabilities

    1,309,387     1,251,537     1,266,169     729,092         713,749  

Total stockholders' (deficit) equity

    (339,901 )   (291,489 )   (256,372 )   317,092         (88,444 )

Reconciliation of GAAP to non-GAAP Measures

        SourceHOV's board of directors, management and investors use EBITDA and Adjusted EBITDA to assess its financial performance because it allows them to compare SourceHOV's operating performance on a consistent basis across periods by removing the effects of its capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), and items outside the control of its management team. SourceHOV presents EBITDA and Adjusted EBITDA because it believes they provide useful information regarding the factors and trends affecting its business in addition to measures calculated under GAAP. SourceHOV defines EBITDA as net income, plus taxes, interest expense, and depreciation and amortization. SourceHOV defines Adjusted EBITDA as EBITDA plus optimization and restructuring charges, including severance and retention expenses; transaction and integrations costs; other non-cash charges, including non-cash compensation, (gain) or loss from sale or disposal of assets, and impairment charges; and management fees and expenses.

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        The following table presents a reconciliation of EBITDA and Adjusted EBITDA to SourceHOV's net income (loss) the most directly comparable GAAP measure for the periods presented:

 
   
   
   
  Successor    
  Predecessor    
 
 
  2016   2015   2014   Period from
May 1 to
December 31,
2013
   
  Period from
January 1 to
April 30,
2013
  2012  

Net (loss) income

    (48,103 )   (44,904 )   (197,635 )   (3,326 )       (25,340 )   3,411  

Income Tax (benefit) expense

    (11,787 )   (26,812 )   (38,003 )   (1,661 )       (13,551 )   2,145  

Interest expense, net

    109,414     108,779     48,045     24,659         17,428     53,586  

Depreciation and amortization

    79,639     75,408     65,227     39,217         15,357     42,033  

EBITDA

    129,163     112,471     (122,366 )   58,889         (6,106 )   101,175  

Optimization and restructuring expenses(1)

    7,559     5,210     16,822     4,037         1,094     5,361  

Transaction and integration costs(2)

    18,848     18,466     35,606     750         11,317     4,175  

Non-cash equity compensation(3)

    7,085     8,122     6,104     6,000         458     438  

Other non-cash charges(4)

    471     1,881     1,420     1,436              

Loss (gain) on sale of assets(5)

    2,274     284     1,153     21         39     (87 )

Loss on extinguishment of debt(6)

            18,548             24,889        

Impairment of intangible assets(7)

            16,600                    

Impairment of goodwill(8)

            137,854                  

Management board fees and expenses(9)

    7,837     6,897     6,311     3,896         2,905     2,000  

Adjusted EBITDA

  $ 173,237   $ 153,331   $ 118,052   $ 75,029       $ 34,596   $ 113,062  

(1)
Adjustment represents net salary and benefits associated with positions that were terminated, including severance, retention bonuses, and related fees and expenses. Additionally, the adjustment includes charges incurred by SourceHOV to terminate existing lease contracts as part of facility consolidation initiatives.

(2)
Represents one-time costs incurred related to transactions and integration. Integration costs were mainly for training employees for a revised set of coding standards, which relates to outsourced medical coding services provided by Lexicode, a division of SourceHOV. Additionally, the adjustment includes system conversion and integration-related expenses related to running parallel systems.

(3)
Represents the non-cash charges related to restricted stock units granted by SourceHOV that vested during the year.

(4)
Represents fair value adjustments to deferred revenue and deferred rent accounts established as part of purchase accounting.

(5)
Represents losses on disposal of assets.

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(6)
Represents loss on the early extinguishment of debt as a result of the refinancing of SourceHOV's credit agreement.

(7)
Represents impairment charges recorded for indefinite lived intangible assets. See Note 2—Basis of Presentation and Summary of Significant Accounting Policies in the Notes to the SourceHOV Consolidated Financial Statements.

(8)
Represents impairment charges recorded for goodwill. See Note 2—Basis of Presentation and Summary of Significant Accounting Policies in the Notes to the SourceHOV Consolidated Financial Statements.

(9)
Amount represents management fees paid to HGM and TransCentra's prior owner, Board of Directors fees and corresponding travel, and other expenses (e.g., rating agency fees, chargebacks) which are not expected to continue on a go-forward basis.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF NOVITEX

        The following table sets forth selected historical financial information derived from Novitex's (i) audited financial statements included elsewhere in this proxy statement as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014 and (ii) audited financial statements as of December 31, 2014, 2013 and 2012 and for the years ended December 31, 2013 and 2012 not included in this proxy statement. You should read the following selected financial information in conjunction with the section entitled "Novitex Management's Discussion and Analysis of Financial Condition and Results of Operations" and Novitex's financial statements and the related notes appearing elsewhere in this proxy statement.

 
  Year ended December 31,  
 
   
   
   
  2013(a)    
 
(in thousands, except per share data)
  2016   2015   2014   Successor
Period from
July 26 to
December 31
   
  Predecessor
Nine Months
Ended
September 30
  2012  

Statement of Operations Data:

                                         

Revenues

  $ 543,163   $ 575,744   $ 624,860   $ 187,522       $ 524,080   $ 731,170  

Operating expenses:

                                         

Cost of revenues, exclusive of depreciation and amortization shown below

    437,977     468,811     503,313     149,621         422,367     573,627  

Selling, general and administrative, exclusive of depreciation and amortization shown below

    49,771     56,638     62,508     25,967         37,918     53,629  

Depreciation and amortization

    40,588     39,505     32,427     8,273         13,118     18,582  

Allocation of Costs from Pitney Bowes, Inc. 

                        24,858     28,549  

Restructuring

    141     666     (948 )   8,020         529     4,490  

Affiliate Interest, net

                            47,781  

Goodwill Impairment

                        236,910      

Acquisition-related Costs

                22,345              

Total operating expenses

    528,477     565,620     597,300     214,226         735,700     726,658  

Operating Income (Loss)

    14,686     10,124     27,560     (26,704 )       (211,620 )   4,512  

Other Expense (Income):

                                         

Interest Expense, net

    47,928     46,482     38,270     7,853              

(Gain) loss on early extinguishment of debt

    (2,307 )   (2,636 )   5,962             35,777      

(Loss) Income Before Income Taxes

    (30,935 )   (33,722 )   (16,672 )   (34,557 )       (247,397 )   4,512  

(Benefit from) Provision for Income Taxes

    (11,805 )   (12,321 )   (2,306 )   (10,474 )       (38,936 )   965  

Net (Loss) Income

    (19,130 )   (21,401 )   (14,366 )   (24,083 )       (208,461 )   3,547  

Foreign currency translation gain (loss)

    1,125     (2,960 )   (1,539 )   (530 )       (903 )   896  

Comprehensive (Loss) Income

  $ (18,005 ) $ (24,361 ) $ (15,905 ) $ (24,613 )     $ (209,364 ) $ 4,443  

Net (Loss) Per Share

  $ (1,417 ) $ (1,585 ) $ (1,064 ) $ (1,784 )     $   (*) $   (*)

(a)
Novitex was formed on July 26, 2013. On October 1, 2013, Novitex acquired Pitney Bowes Management Services ("PBMS") in exchange for aggregate cash consideration of approximately $392.3 million excluding transaction-related costs. The Financial Statements are presented for two periods: July 26, 2013 through December 31, 2013 ("Successor Period") and January 1, 2013 through September 30, 2013 ("Predecessor Period"). The Successor Period results of operations and cash flows, prior to the Acquisition on October 1, 2013, consist solely of acquisition-related costs.

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(*)
Per share information not applicable to Predecessor Period.
 
  As of December 31,  
 
  2016   2015   2014   2013    
  2012  
 
  Successor    
  Predecessor  

(in thousands)

                                   

Balance Sheet Data:

                                   

Cash and cash equivalents

  $ 37,229   $ 28,118   $ 42,027   $ 72,702       $ 24,262  

Accounts receivable, less allowance for doubtful accounts

    87,143     106,008     105,764     133,324         148,897  

Working Capital

    28,732     47,168     87,320     104,069         106,022  

Total assets

    476,220     503,712     515,913     580,991         643,664  

Long-term debt(*)

    415,429     423,154     420,003     284,762         722,808  

Total liabilities

    562,943     573,029     561,356     484,212         858,507  

Total stockholder's equity (deficit)

    (86,723 )   (69,317 )   (45,443 )   110,470         (214,843 )

(*)
Information relating to deferred issuance costs of long term debt as of December 31, 2012 is not available.

Reconciliation of GAAP to non-GAAP Measures

        EBITDA and Adjusted EBITDA, which are used by Novitex's management to measure performance and assess compliance with financial covenants under debt instruments, are not presented in accordance with GAAP. Novitex believes that EBITDA is useful to investors, as it is commonly used in the industry as a means of evaluating operating performance. Novitex does not intend for these non-GAAP financial measures to be a substitute for any GAAP financial information. Readers of this proxy statement should use these non-GAAP financial measures only in conjunction with the comparable GAAP financial measures. Since other companies may calculate EBITDA and Adjusted EBITDA differently than Novitex does, EBITDA and Adjusted EBITDA, as presented herein, may not be comparable to similarly titled measures reported by other companies.

        Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to assess compliance with financial covenants under debt instruments, and to monitor and evaluate financial and operating results. In addition, Adjusted EBITDA is a factor in evaluating management's performance when determining incentive compensation.

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        The following table reconciles net loss to EBITDA and Adjusted EBITDA for the periods presented:

 
  Year ended December 31,  
(in thousands)
  2016   2015   2014  

GAAP Net loss

  $ (19,130 ) $ (21,401 ) $ (14,366 )

Interest expense, net

    47,928     46,482     38,270  

Depreciation and amortization

    40,588     39,505     32,427  

Benefit from income taxes

    (11,805 )   (12,321 )   (2,306 )

Reported EBITDA

  $ 57,581   $ 52,265   $ 54,025  

EBITDA Adjustments:

                   

Gain (loss) on early extinguishment of debt(1)

    (2,307 )   (2,636 )   5,962  

Completed restructuring and cost reduction initiatives(2)

    12,832     19,928     11,463  

Non-cash stock compensation and management fees(3)

    1,861     1,373     1,410  

New contract setup(4)

    5,289     2,582     2,690  

Adjusted EBITDA

  $ 75,256   $ 73,512   $ 75,550  

(1)
During 2016 and 2015, Novitex recognized a gain on the forgiveness of its Connecticut State Assistance Loan. During 2014, Novitex recognized a loss on the early extinguishment of debt as a result of the refinancing of its credit agreement. See Note 9—Long-Term Debt in the Notes to the Novitex Consolidated Financial Statements.

(2)
Various costs incurred primarily for consolidation of nine regional document servicing centers into two MegaCenters, restructuring initiatives, and establishment of new technology platforms.

(3)
Represents stock-based compensation expense (see Note 11—Stock-Based Compensation Plans in the Notes to the Novitex Consolidated Financial Statements), management fees and board of directors fees associated with company oversight.

(4)
Costs incurred during new contract and customer onboarding such as direct payroll, customer incentives, equipment set-up and other operating expenses.

The tax impact of the taxable adjustments for the year ended December 31, 2016 is $6.9 million and is based on the U.S. blended tax rate of 40.3%. The tax impact of the taxable adjustments for the year ended December 31, 2015 is $8.3 million and is based on the U.S. blended tax rate of 40.0%. The tax impact of the taxable adjustments for the year ended December 31, 2014 is $8.4 million and is based on the U.S. blended tax rate of 40.2%. See Note 9—Long-Term Debt in the Notes to the Novitex Consolidated Financial Statements regarding debt covenants and compliance.

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The following selected unaudited pro forma condensed combined financial data (the "selected pro forma data") gives effect to the transactions contemplated by the Business Combination and the other transactions described in the section entitled "Unaudited Pro Forma Condensed Combined Financial Information." The acquisition of SourceHOV and Novitex will be accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification 805, "Business Combinations" ("ASC 805"). The selected unaudited pro forma condensed combined balance sheet data as of December 31, 2016 gives effect to the Business Combination as if it had occurred on December 31, 2016. The selected unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2016 gives effect to the Business Combination as if it had occurred on January 1, 2016.

        The selected pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information (the "pro forma financial statements") of the combined company appearing elsewhere in this proxy statement and the accompanying notes to the pro forma financial statements. In addition, the pro forma financial statements were based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of each of SourceHOV, Novitex and Quinpario for the applicable periods included in this proxy statement. The selected pro forma data have been presented for informational purposes only and are not necessarily indicative of what the combined company's financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the selected pro forma data do not purport to project the future financial position or operating results of the combined company. Also, as explained in more detail in the accompanying notes to the unaudited pro forma condensed combined financial statements, the preliminary fair values of assets acquired and liabilities assumed reflected in the selected pro forma data are subject to adjustment and may vary significantly from the fair values that will be recorded upon completion of the Business Combination.

 
  Pro Forma
Combined
 

Selected Unaudited Pro Forma Condensed Combined Statement of Operations

       

Year Ended December 31, 2016 (in thousands, except share and per share information)

       

Revenue

  $ 1,333,089  

Net income per share—basic and diluted

  $ (0.29 )

Weighted-average shares outstanding—basic and diluted

    144,312,500  

Selected Unaudited Pro Forma Combined Balance Sheet Data at December 31, 2016 (in thousands)

       

Total assets

  $ 1,997,540  

Total liabilities

  $ 1,852,959  

Total equity

  $ 144,581  

Non-GAAP Measures

        Pro forma EBITDA and pro forma Adjusted EBITDA, which are important metrics used to measure performance of the combined company and which will be used by management of the combined company to measure performance in the future, are not presented in accordance with GAAP. We believe that pro forma EBITDA is useful to investors, as it is commonly used in the industry as a means of evaluating operating performance and reflects the EBITDA of SourceHOV and Novitex on a combined basis. We do not intend for these non-GAAP financial measures to be a substitute for any GAAP financial information. Readers of this proxy statement should use these non-GAAP financial measures only in conjunction with the comparable GAAP financial measures. Since other companies may calculate EBITDA and Adjusted EBITDA differently than we do, pro forma EBITDA and pro

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forma Adjusted EBITDA, as presented herein, may not be comparable to similarly titled measures reported by other companies.

        We believe these non-GAAP financial measures:

    reflect the ongoing business of the combined companies in a manner that allows for meaningful period-to-period comparison and analysis of trends in its business, as they exclude income and expense that are not reflective of ongoing operating results;

    provide useful information in understanding and evaluating the combined business' operating results and comparing financial results across periods; and

    provide a normalized view of the operating performance of the combined business by excluding items that are either noncash or infrequently occurring in nature.

        Pro forma Adjusted EBITDA is one of the primary measures management of the combined company will use for planning and budgeting processes, and to monitor and evaluate financial and operating results. In addition, Adjusted EBITDA will be a factor in evaluating management's performance when determining incentive compensation.

        Pro forma Adjusted EBITDA gives effect to historical acquisitions of SourceHOV, as if they had been included in the financial information of SourceHOV from the beginning of each period presented in the table below. See Note 3—Business Combinations to the Notes to the SourceHOV Consolidated Financial Statements.

 
  Year ended December 31,  
($ in millions)
  2016   2015   2014  

Adjusted EBITDA(1)

  $ 248.4   $ 226.9   $ 193.7  

Pro forma Adjusted EBITDA(2)

  $ 349.9              

(1)
The reconciliation of Adjusted EBITDA to Net Income may be found in "SourceHOV Management's Discussion and Analysis of Financial Condition and Results of OperationsOther Financial Information (Non-GAAP Financial Measures)" and "Novitex Management's Discussion and Analysis of Financial Condition and Results of OperationsOther Financial Information (Non-GAAP Financial Measures)."

(2)
The reconciliation of pro forma Net (loss) to pro forma Adjusted EBITDA includes:
($ in millions)
  FY16  

Pro forma Net (loss)

  $ (42.2 )

Interest expense, net

    115.7  

Income tax benefit

    (8.7 )

Depreciation and amortization expense

    132.8  

Other EBITDA adjustments

    50.8  

Adjusted EBITDA (see note 1 above)

    248.4  

Acquisition adjustments

    1.8  

SourceHOV actioned and in process restructuring

    49.2  

Novitex actioned restructuring

    13.0  

Combined company synergies(a)

    37.5  

Pro forma Adjusted EBITDA

  $ 349.9  

(a)
Combined company synergies are discussed in greater detail in the section entitled "Summary of the Proxy Statement—Key Combined Business Strategies."

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COMPARATIVE SHARE INFORMATION

        The following table sets forth historical comparative share information for Quinpario, SourceHOV and Novitex and unaudited pro forma combined share information after giving effect to the Business Combination, assuming that no holders of public shares exercise their redemption rights and we issue exactly 7,400,000 shares of Quinpario Common Stock in the PIPE Investment.

        The historical information should be read in conjunction with "Selected Historical Financial Information of Quinpario," "Selected Historical Financial Information of SourceHOV" and "Selected Historical Financial Information of Novitex" included elsewhere in this proxy statement and the historical financial statements of Quinpario, SourceHOV and Novitex included elsewhere in this proxy statement. The unaudited pro forma combined share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this proxy statement. The unaudited pro forma combined share information does not purport to represent what the actual results of operations of Quinpario, SourceHOV and Novitex would have been had the Business Combination been completed or to project Quinpario, SourceHOV and Novitex's results of operations that may be achieved after the Business Combination. The unaudited pro forma book value per share information below does not purport to represent what the value of Quinpario, SourceHOV and Novitex would have been had the Business Combination been completed nor the book value per share for any future date or period.

 
  Historical  
 
  Quinpario 12 Months
Ended
12/31/16
  Novitex 12 Months
Ended
12/31/16
  SourceHOV 12 Months
Ended
12/31/16
  Pro Forma
Combined
 

Book value per share(1)

  $ 0.11   $ (6,423.93 ) $ (2,353.90 ) $ 1.00  

Number of shares outstanding

    43,750,000 (2)   13,500     144,399     144,312,500  

Basic net income (loss) per share

  $ 0.01   $ (1,417.04 ) $ (333.13 ) $ (0.29 )

Diluted net income (loss) per share

  $ 0.01   $ (1,417.04 ) $ (333.13 ) $ (0.29 )

Cash dividends per share

  $   $   $   $  

(1)
Book value per share = (Total Shareholders' Equity excluding Preferred Equity)/Total Outstanding Shares).

(2)
The number of shares outstanding includes shares subject to possible redemption.

Sources and Uses for the Business Combination

        The following table summarizes the sources and uses for funding the Business Combination (all numbers in millions):


Sources & Uses

Sources
   
 
Uses
   
 

Committed Debt Financing

  $ 1,350  

Refinanced Debt

  $ 1,497  

Cash from Trust Account

    201  

Capital Lease and Other

    65  

PIPE Investment

    74  

SourceHOV Existing Equity Value

    806  

Capital Lease and Other

    65  

Novitex Existing Equity Value

    306  

SourceHOV Existing Equity Value

    806  

Financing and Advisory Fees

    90  

Novitex Existing Equity Value

    306  

New Cash to Balance Sheet

    38  

Total Sources

  $ 2,802  

Total Uses

  $ 2,802  

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        We make forward-looking statements in this proxy statement. These forward-looking statements relate to outlooks or expectations for earnings, revenues, expenses or other future financial or business performance, strategies or expectations, or the impact of legal or regulatory matters on business, results of operations or financial condition. Specifically, forward-looking statements may include statements relating to:

    the benefits of the Business Combination;

    the future financial performance of the Company following the Business Combination;

    changes in the market for Novitex or SourceHOV products and services;

    expansion plans and opportunities; and

    other statements preceded by, followed by or that include the words "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "target" or similar expressions.

        These forward-looking statements are based on information available to as of the date of this proxy statement, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing Quinpario's views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

        You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

    the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

    the outcome of any legal proceedings that may be instituted against the Company, Novitex or SourceHOV following announcement of the proposed Business Combination and transactions contemplated thereby;

    the inability to complete the transactions contemplated by the proposed Business Combination due to the failure to obtain approval of the stockholders of the Company, the failure to obtain approval of the stockholders of Novitex, the failure to obtain approval of the stockholders of SourceHOV or other conditions to closing in the Business Combination Agreement;

    the ability to obtain or maintain the listing of Quinpario Common Stock on Nasdaq following the Business Combination;

    delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the transactions contemplated by the Business Combination Agreement;

    the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein;

    the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability to integrate the SourceHOV and

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      Novitex businesses, and the ability of the combined business to grow and manage growth profitably;

    costs related to the Business Combination;

    changes in applicable laws or regulations;

    the possibility that the Company, Novitex or SourceHOV may be adversely affected by other economic, business, and/or competitive factors; and

    other risks and uncertainties indicated in this proxy statement, including those under "Risk Factors."

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RISK FACTORS

        In addition to the other information contained in this proxy statement, the following risks impact the business and operations of each of SourceHOV, Novitex and Quinpario. These risk factors are not exhaustive and all investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of each of SourceHOV, Novitex and Quinpario. Unless otherwise indicated or the context otherwise requires, references in this "Risk Factors" section to "Exela," the "combined company," "we," "our," "us" and other similar terms refer to Exela Technologies, Inc. and its consolidated subsidiaries, including SourceHOV and Novitex and each of their respective subsidiaries, after giving effect to the Business Combination.

Risks Related to SourceHOV's Business

SourceHOV's results of operations could be adversely affected by economic and political conditions, creating complex risks, many of which are beyond SourceHOV's control.

        SourceHOV's business depends on the continued demand for its services, and, if current global economic conditions continue or worsen, its business could be adversely affected by its clients' financial condition and the levels of business activity in those industries. SourceHOV and its customers are subject to global political, economic and market conditions, including inflation, interest rates, energy costs, the impact of natural disasters, military action and the threat of terrorism. In particular, SourceHOV currently derives, and is likely to continue to derive, a significant portion of its revenues from clients located in the United States. Any future decreases in the general level of economic activity, such as decreases in business and consumer spending and continued high unemployment rates, could result in a decrease in demand for its services, thus reducing its revenue. For example, SourceHOV's clients may decide to reduce or postpone their spending on the services it provides, and it may be forced to lower its prices. Other developments in response to economic events, such as consolidations, restructurings or reorganizations, particularly involving its clients, could also cause the demand for its services to decline, negatively affecting the amount of business that it is able to obtain. SourceHOV may not be able to predict the impact such conditions will have on the industries it serves and may be unable to plan effectively for or respond to such impact. In response to economic and market conditions, from time to time SourceHOV has undertaken initiatives to reduce its cost structure where appropriate, such as consolidation of resources to provide functional region-wide support to its EMEA subsidiaries in a centralized fashion. These initiatives, as well as any future workforce and facilities reductions, may not be sufficient to meet current and future changes in economic and market conditions and allow SourceHOV to continue to achieve the growth rates expected. In addition, costs actually incurred in connection with SourceHOV's restructuring actions may be higher than its estimates of such costs and/or may not lead to the anticipated cost savings.

        Any future disruptions or turbulence in the global credit markets may adversely affect SourceHOV's liquidity and financial condition, and the liquidity and financial condition of its clients. Such disruptions may limit its ability to access financing, increase the cost of financing needed to meet liquidity needs and affect the ability of its clients to use credit to purchase its services or to make timely payments to it, adversely affecting its financial condition and results of operations.

SourceHOV's industry may be adversely impacted by a negative public reaction in the United States and elsewhere to providing certain of SourceHOV's services from outside the United States and recently proposed related legislation.

        SourceHOV has based its strategy of future growth on certain assumptions regarding its industry and future demand in the market for the provision of business process solutions in part using offshore resources. However, providing services from offshore locations is a politically sensitive topic in the United States and elsewhere, and many organizations and public figures have publicly expressed

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concern about a perceived association between offshore service providers and the loss of jobs in their home countries. In addition, there has been limited publicity about the negative experience of certain companies that provide their services offshore, particularly in India. The trend of providing business process solutions offshore may not continue and could reverse if companies elect to develop and perform their business processes internally or are discouraged from transferring these services to offshore service providers. Any slowdown or reversal of existing industry trends could negatively affect the amount of business that it is able to obtain or retain. See "—The business process solutions industry is characterized by rapid technological change and SourceHOV may not be successful in addressing these changes."

        A variety of U.S. federal and state legislation has been proposed that, if enacted, could restrict or discourage U.S. companies from providing their services from outside the United States, including recently introduced proposals for providing tax and other economic incentives for companies that create jobs in the United States by reducing their reliance on offshore locations. Other state bills have proposed requiring offshore service providers to disclose their geographic locations, requiring notice to individuals whose personal information is disclosed to non-U.S. affiliates or subcontractors, requiring disclosures of companies' foreign outsourcing practices or restricting U.S. private sector companies that have government contracts, grants or guaranteed loan programs from providing their services. Because most of SourceHOV's clients are located in the United States, any expansion of existing laws or the enactment of new legislation that constrains SourceHOV's ability to provide its solutions from offshore or otherwise makes using its services unappealing or impractical for its clients could have a material and adverse effect on its business, results of operations, financial condition and cash flows. See also "—Restrictions on entry visas may affect SourceHOV's ability to compete for and provide services to clients in the United States, which could have a material adverse effect on future revenues."

The services SourceHOV provides to clients in its public sector vertical may be subject to additional restrictions or limitations.

        SourceHOV's engagements with entities in the public sector, including educational institutions, may be subject to compliance with additional legislative or regulatory requirements. Certain state and local governments and agencies have adopted, or may in the future adopt, legislation or rules imposing additional requirements on services provided to the public sector, including restrictions as to where certain services can be performed or where certain data can be stored, even within the United States. Additionally, SourceHOV's employees who are staffed on certain public sector engagements may be subject to strict background checks or other certifications. These additional requirements may make it more difficult to staff large public sector engagements, require SourceHOV to turn down new engagements, affect SourceHOV's ability meet client expectations, deadlines or other specifications and otherwise increase SourceHOV's costs or decrease SourceHOV's revenues. Further, there can be no assurances that a public sector entity will not reallocate funding for SourceHOV's services or face funding shortages, either prior to or after SourceHOV has begun to perform its services, which could impact whether SourceHOV is fully compensated for its services and could have a material adverse effect on its business, results of operations, financial condition and cash flows.

SourceHOV's government contracts are subject to termination rights, audits and investigations, which, if exercised, could negatively impact SourceHOV's reputation and reduce its ability to compete for new contracts.

        A significant portion of SourceHOV's revenues is derived from contracts with the U.S. federal government and its agencies and from contracts with foreign governments and their agencies. SourceHOV numbers over 80 government entities among its customers. Government entities typically finance projects through appropriated funds. While these projects are often planned and executed as multi-year projects, government entities usually reserve the right to change the scope of or terminate these projects for lack of approved funding and/or at their convenience. Changes in government or

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political developments, including budget deficits, shortfalls or uncertainties, government spending reductions (e.g., Congressional sequestration of funds under the Budget Control Act of 2016) or other debt or funding constraints, such as those recently experienced in the United States and Europe, could result in lower governmental sales and in SourceHOV's projects being reduced in price or scope or terminated altogether, which also could limit SourceHOV's recovery of incurred costs, reimbursable expenses and profits on work completed prior to the termination. Additionally, if the government discovers improper or illegal activities or contractual non-compliance (including improper billing), it may be subject to various civil and criminal penalties and administrative sanctions, which may include termination of contracts, forfeiture of profits, suspension of payments, fines and suspensions or debarment from doing business with the government. Any resulting penalties or sanctions could materially adversely affect SourceHOV's results of operations and financial condition. Moreover, government contracts are generally subject to audits and investigations by government agencies. If the government finds that it inappropriately charged any costs to a contract, the costs are not reimbursable or, if already reimbursed, the cost must be refunded to the government. Further, the negative publicity that could arise from any such penalties, sanctions or findings in such audits or investigations could have an adverse effect on SourceHOV's reputation in the industry and reduce SourceHOV's ability to compete for new contracts and could materially adversely affect SourceHOV's results of operations and financial condition.

Events such as acts of war or terrorism, natural disasters, changes in law, or large losses could adversely affect SourceHOV's insurance coverage and insurance expense, resulting in an adverse effect on its profitability and financial condition.

        SourceHOV insures for certain property and casualty risks consisting primarily of comprehensive general liability, and auto liability. Insurance coverage is obtained for catastrophic property and casualty exposures as well as those risks required to be insured by law or contract. Although SourceHOV believes that its insurance coverage is reasonable, significant events such as acts of war and terrorism, economic conditions, judicial decisions, legislation, natural disasters and large losses could materially affect its insurance obligations and future expense.

SourceHOV's executives, senior management team and other key personnel are critical to its continued success and the loss of such personnel could harm its business.

        SourceHOV's future success substantially depends on the continued service and performance of its executives, senior management team, as well as other key individuals in senior leadership positions. These personnel possess business and technical capabilities that are difficult to replace. SourceHOV does not maintain "key person" insurance covering any member of its executives or other personnel, and the employment contracts, non-competition and non-solicitation agreements it has entered into with some of these individuals may provide insufficient protection in the event of disputes. The loss of any of its key personnel, particularly to competitors, may adversely affect its ability to effectively manage its current operations or meet ongoing and future business challenges.

If more stringent labor laws become applicable to SourceHOV or if a significant number of its employees unionize, its profitability may be adversely affected.

        India has stringent labor legislation that protects employee interests, including legislation that sets forth detailed procedures for dispute resolution and employee removal and legislation that imposes financial obligations on employers upon downsizing. Although it is currently exempt from some of these more burdensome labor laws under certain exceptions for providers of information technology-based business processes, there can be no assurance that such laws will not become applicable to SourceHOV in the future.

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        Currently, a de minimis number of SourceHOV's employees belong to unions. However, this number may increase or its employees may in the future form unions. If an increased number of its employees at any of its operations centers join unions, SourceHOV may be required to raise wage levels or grant other benefits that could result in an increase in its compensation expenses, in which case its profitability may be adversely affected.

SourceHOV's European employees are represented by unions or workers' councils or are employed subject to local laws that are less favorable to employers than the laws of the United States.

        As of December 31, 2016, SourceHOV had approximately 10,000 employees located in Europe and Asia. SourceHOV has workers' councils representing the employees of SourceHOV's France, Germany, Ireland and Sweden operations. Most of these European employees are employed in countries in which employment laws provide greater bargaining or other rights to employees than the laws of the U.S. Such employment rights require SourceHOV to work collaboratively with the legal representatives of the employees to effect any changes to labor arrangements. For example, most of SourceHOV's employees in Europe are represented by unions or workers' councils that must approve certain changes in conditions of employment, including salaries and benefits and staff changes, and may impede efforts to restructure SourceHOV's workforce. Although SourceHOV believes that it has a good working relationship with its employees, a strike, work stoppage or slowdown by its employees or significant dispute with its employees could result in a significant disruption of SourceHOV's operations or higher ongoing labor costs.

SourceHOV's business process solutions often require long selling cycles and long implementation periods that may result in significant upfront expenses that may not be recovered.

        SourceHOV often faces long selling cycles to secure new contracts for its business process solutions. If it is successful in obtaining an engagement, the selling cycle is generally followed by a long implementation period during which SourceHOV plans its services in detail and demonstrates to the client its ability to successfully integrate its solutions with the client's internal operations. SourceHOV's clients may experience delays in obtaining internal approvals or delays associated with technology or system implementations which can further length the selling cycle or implementation period, and certain engagements may also require a ramping up period after implementation before it can commence providing its services. Even if SourceHOV succeeds in developing a relationship with a potential client and begin to discuss the services in detail, the potential client may choose a competitor or decide to retain the work in-house prior to the time a contract is signed. In addition, once a contract is signed, SourceHOV would not begin to receive revenue until completion of the implementation period and its solution is operational. The extended lengths of its selling cycles and implementation periods can result in the incurrence of significant upfront expenses that may never result in profits or may result in profits only after a significant period of time has elapsed, which may negatively impact its financial performance. For example, SourceHOV generally hires new employees to provide services in connection with certain large engagements once a new contract is signed. Accordingly, it may incur significant costs associated with these hires before it collects corresponding revenues. SourceHOV's inability to obtain contractual commitments after a selling cycle, maintain contractual commitments after the implementation period or limit expenses prior to the receipt of corresponding revenue may have a material adverse effect on its business, results of operations and financial condition.

SourceHOV's business is dependent on continued interest in outsourcing.

        SourceHOV's business and growth depend in large part on continued interest in outsourced business process services. Outsourcing means that an entity contracts with a third party, such as SourceHOV, to provide business process services rather than perform such services in-house. There can be no assurance that this interest will continue, as organizations may elect to perform such services

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themselves and/or the business process outsourcing industry could move to an as-a-service model, thereby eliminating traditional business process outsourcing tasks. A significant change in this interest in outsourcing could materially adversely affect its results of operations and financial condition. Additionally, there can be no assurance that its cross-selling efforts will cause clients to purchase additional services from it or adopt a single-source outsourcing approach.

SourceHOV's client contracts contain certain termination provisions that could have an adverse effect on its business, results of operations and financial condition.

        Most of SourceHOV's client contracts may be terminated by its clients without cause and without any fee or penalty, with only limited notice. Any failure to meet a client's expectations, as well as factors beyond its control, including a client's financial condition, strategic priorities, mergers and acquisitions, could result in a cancellation or non-renewal of a contract or a decrease in business provided to it and cause its actual results to differ from its forecasts. SourceHOV may not be able to replace any client that elects to terminate or not renew its contract with SourceHOV, which would reduce its revenues.

The business process solutions industry is characterized by rapid technological change and SourceHOV may not be successful in addressing these changes.

        The business process solutions industry is characterized by rapid technological change, evolving industry standards and changing client preferences. The success of its business depends, in part, upon its ability to develop technology and solutions that keep pace with changes in its industry and the industries of its clients. Although it has made, and will continue to make, significant investments in the research, design and development of new technology and its platforms-driven solutions, it may not be successful in addressing these changes on a timely basis or in marketing the changes it implements. In addition, products or technologies developed by others may render its services uncompetitive or obsolete. Failure to address these developments could have a material adverse effect on its business, results of operations and financial condition.

        In addition, existing and potential clients are actively shifting their businesses away from paper-based environments to electronic environments with reduced needs for physical document management and processing. This shift may result in decreased demand for the physical document management services SourceHOV provides such that its business and revenues may become more reliant on technology-based services in electronic environments, which are typically provided at lower prices compared to physical document management services. Though it has solutions for clients seeking to make these types of transitions, a significant shift by its clients away from physical documents to non-paper based technologies, whether now existing or developed in the future, could adversely affect its business, results of operation and financial condition.

Cybersecurity issues, vulnerabilities, and criminal activity resulting in a data or security breach could result in risks to SourceHOV's systems, networks, products, solutions and services resulting in liability or reputational damage.

        SourceHOV collects and retains large volumes of internal and customer data, including personally identifiable information, for business purposes, and its various information technology systems enter, process, summarize and report such data. SourceHOV also maintains personally identifiable information about its employees. Safeguarding customer, employee and SourceHOV data is a key priority for SourceHOV and its customers and employees have come to rely on SourceHOV for the protection of their personal information. Augmented vulnerabilities, threats and more sophisticated and targeted cyber-related attacks pose a risk to the security of SourceHOV and SourceHOV customers, partners, suppliers and third-party service providers, and to the confidentiality, availability and integrity of data owned by SourceHOV or its customers. SourceHOV uses its platforms and its related

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information technology networks and systems to process, transmit and store electronic information and, in providing its services, it also often manages, utilizes and stores sensitive or confidential client data both physically and electronically. Despite SourceHOV's efforts to protect sensitive, confidential or personal data or information, it may be vulnerable to material security breaches, theft, misplaced or lost data, programming errors, employee errors and/or malfeasance that could potentially lead to the compromising of sensitive, confidential or personal data or information, improper use of SourceHOV's systems, software solutions or networks, unauthorized access, use, disclosure, modification or destruction of information, defective products, production downtimes and operational disruptions. Despite protective measures, SourceHOV may not be successful in preventing security breaches which compromise the confidentiality and integrity of this data. While an attempt is made to mitigate these risks by employing a number of measures, including employee training, monitoring and testing, and maintenance of protective systems and contingency plans, SourceHOV is vulnerable to such threats. SourceHOV has access to sensitive, confidential or personal data or information in certain of its businesses that is subject to privacy and security laws, regulations or customer-imposed controls. The regulatory environment, as well as the requirements imposed on SourceHOV by the banking industry governing information, security and privacy laws is increasingly demanding. Maintaining compliance with applicable security and privacy regulations may increase SourceHOV's operating costs and/or adversely impact its ability to provide services to its customers. Furthermore, a compromised data system or the intentional, inadvertent or negligent release or disclosure of data could result in theft, loss, fraudulent or unlawful use of customer, employee or SourceHOV data which could harm SourceHOV's reputation or result in remedial and other costs, fines or lawsuits. In addition, a cyber-related attack could result in other negative consequences, including damage to SourceHOV's reputation or competitiveness, remediation or increased protection costs, litigation or regulatory action. Fraud, employee negligence, unauthorized access, including without limitation malfunctions, viruses and other events beyond its control, may lead to the misappropriation or unauthorized disclosure of sensitive or confidential information SourceHOV processes, stores and transmit large amounts of data, including personal information, for its customers, failure to prevent or mitigate data loss or other security breaches, including breaches of its vendors' technology and systems, could expose SourceHOV or its customers to a risk of loss or misuse of such information, adversely affect its operating results, result in litigation or potential liability for SourceHOV and otherwise harm its business. As a result, it may be subject to monetary damages, regulatory enforcement actions or fines under federal legislation, such as, the Gramm-Leach-Bliley Act and the Health Insurance Portability and Accountability Act, as amended, as well as various states laws. Similarly, regulations such as the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009 expand the obligations of "covered entities" and their business associates, including certain mandatory breach notification requirements. In addition to any legal liability, data or security breaches may lead to negative publicity, reputational damage and otherwise adversely affect its results of operations.

SourceHOV relies, in some cases, on third-party hardware and software, which could cause errors or failures of its services.

        Although SourceHOV developed its platform-driven solutions internally, it relies, in some cases, on third-party hardware and software in connection with its service offerings which it either purchases or leases from national vendors. It is generally able to select from a number of competing hardware and software applications, but the complexity and unique specifications of the hardware or software makes design defects and software errors difficult to detect. Any errors or defects in third-party hardware or software incorporated into its service offerings, may result in a delay or loss of revenue, diversion of resources, damage to its reputation, the loss of the affected client, loss of future business, increased service costs or potential litigation claims against SourceHOV.

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Some of the work SourceHOV does involves greater risks than other types of claims processing or document management engagements.

        SourceHOV provides certain business process solutions for clients that, for financial, legal or other reasons, may present higher risks compared to other types of claims processing or document management engagements. Examples of higher risk engagements include, but are not limited to:

    class action and other legal distributions involving significant sums of money;

    economic analysis and expert testimony in high stakes legal matters; and

    engagements where SourceHOV receives or processes sensitive data, including personal consumer or private health information.

        While SourceHOV attempts to identify higher risk engagements and clients and mitigate its exposure by taking certain preventive measures and, where necessary, turning down certain engagements, these efforts may be ineffective and an actual or alleged error or omission on its part, the part of its client or other third parties or possible fraudulent activity in one or more of these higher-risk engagements could result in the diversion of management resources, damage to its reputation, increased service costs or impaired market acceptance of its services, any of which could negatively impact its business and its financial condition.

SourceHOV encounters professional conflicts of interest.

        SourceHOV encounters professional conflicts of interest, particularly in its provision of expert witness testimony in certain of its legal engagements. Although it has systems and procedures to identify potential conflicts of interest prior to accepting a new engagement, there is no guarantee that all potential conflicts of interest will be identified, and undetected conflicts may result in damage to its reputation and result in professional liability, which may adversely impact its business and results of operations. If it is unable to accept new engagements for any reason, including business and legal conflicts, SourceHOV's professionals may become underutilized or discontented, which may adversely affect its future revenues and results of operations, as well as its ability to retain these professionals.

SourceHOV faces significant competition from U.S.-based and non-U.S.-based companies and from its clients who may elect to perform their business processes in-house.

        SourceHOV's industry is highly competitive, fragmented and subject to rapid change. It competes primarily against large multi-national information technology companies, focused BPO companies based in offshore locations, BPO divisions of information technology companies located in India, other BPO and consulting providers that focus on the legal sector and the in-house capabilities of its clients and potential clients. These competitors may include entrants from adjacent industries or entrants in geographic locations with lower costs than those in which it operates. SourceHOV believes that the principal competitive factors in its markets are breadth and depth of process expertise, knowledge of industries served, service quality, scalability of solutions, the ability to attract, train and retain qualified people, compliance rigor, global delivery capabilities, outcome-based pricing and sales and client management capabilities. Some of its competitors have greater financial, marketing, technological or other resources, larger client bases and more established reputations or brand awareness than it does. In addition, some of its competitors who do not have, or have limited, global delivery capabilities may expand their delivery centers to the countries in which it operates or increase their capacity in lower cost geographies, which could result in increased competition. Some of its competitors may also enter into strategic or commercial relationships among themselves or with larger, more established companies in order to benefit from increased scale and enhanced scope capabilities or enter into similar arrangements with potential clients. Further, SourceHOV expects competition to intensify in the future as more companies enter its markets and clients consolidate the services they require among fewer

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vendors. Increased competition, its inability to compete successfully against competitors, pricing pressures or loss of market share could result in reduced operating margins, which could adversely affect its business, results of operations and financial condition.

New, more stringent privacy and data security regulations may have a negative impact on SourceHOV's business.

        Any inability to adequately address privacy and security concerns could result in expenses and liability, and adverse impact on SourceHOV. Every country in which SourceHOV provides services has established its own data security and privacy legal framework and in many jurisdictions, enforcement actions and consequences for noncompliance are also rising. In Europe, for example, the Data Protection Directive, with each country enacting data protection legislation in accordance with European Union guidelines. Some of these countries, such as Canada, limit the transfer of information of their residents outside of the country, which may impact the way SourceHOV provides services in those locations. Other countries, such as China, limit the kind of information that may be processed inside the country. Personal privacy and data security are increasingly the focus of expanded regulation in Europe, and many other jurisdictions where SourceHOV provides services to its customers.

        Industry groups impose self-regulatory standards that bind SourceHOV by its incorporation into the contracts SourceHOV execute. The Payment Card Industry Data Security Standard, or PCI DSS, as an example, should SourceHOV fail to be compliant with the PCI DSS, SourceHOV may be subject to fines and other penalties.

SourceHOV's business could be materially and adversely affected if it does not protect its intellectual property or if its services are found to infringe on the intellectual property of others.

        SourceHOV's success depends in part on certain methodologies and practices it utilizes in developing and implementing applications and other proprietary intellectual property rights. In order to protect such rights, it relies upon a combination of nondisclosure and other contractual arrangements, as well as trade secret, copyright, trademark and patent laws. It also generally enters into confidentiality agreements with its employees, clients and potential clients and limit access to and distribution of its proprietary information. There can be no assurance that the laws, rules, regulations and treaties in effect in the United States, India and the other jurisdictions in which it operates and the contractual and other protective measures it takes, are adequate to protect it from misappropriation or unauthorized use of its intellectual property, or that such laws will not change. There can be no assurance that the resources invested by SourceHOV to protect its intellectual property will be sufficient or that its intellectual property portfolio will adequately deter misappropriation or improper use of its technology, and its intellectual property rights may not prevent competitors from independently developing or selling products and services similar to or duplicative of ours. SourceHOV may not be able to detect unauthorized use and take appropriate steps to enforce its rights, and any such steps may be costly and unsuccessful. Infringement by others of its intellectual property, including the costs of enforcing its intellectual property rights, may have a material adverse effect on its business, results of operations and financial condition. SourceHOV could also face competition in some countries where it has not invested in an intellectual property portfolio. If SourceHOV is not able to protect its intellectual property, the value of SourceHOV's brand and other intangible assets may be diminished, and SourceHOV's business may be adversely affected. Further, although SourceHOV believes that it is not infringing on the intellectual property rights of others, claims may nonetheless be successfully asserted against it in the future, and SourceHOV may be the target of enforcement of patents by third parties, including aggressive and opportunistic enforcement claims by non-practicing entities. Regardless of the merit of such claims, responding to infringement claims can be expensive and time-consuming. If SourceHOV is found to infringe any third-party rights, SourceHOV could be required to pay substantial damages or SourceHOV could be enjoined from offering some of its products and services.

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The costs of defending any such claims could be significant, and any successful claim may require it to modify its services. The value of, or SourceHOV's ability to use, SourceHOV's intellectual property may also be negatively impacted by dependencies on third parties, such as SourceHOV's ability to obtain or renew on reasonable terms licenses that SourceHOV needs in the future, or SourceHOV's ability to secure or retain ownership or rights to use data in certain software analytics or services offerings. Any such circumstances may have a material adverse effect on its business, results of operations and financial condition.

SourceHOV's services may be impacted by natural disasters and other disruptions.

        SourceHOV's ability to provide services may be impacted or disrupted as a result of natural disasters, technical disruptions, man-made events, and global health risks or pandemics, as well as the threat or perceived threat of any of these events in the United States or any of the locations in which it operates. A significant portion of its employees and key operations centers are located in India and the Philippines, with, particularly in India, limited diversification or redundancy. India and the Philippines are particularly susceptible to natural disasters, including typhoons, tsunamis, floods and earthquakes, and the Philippines is additionally susceptible to volcanic eruptions. Its operations in these locations, as well as certain other countries outside of the United States, are also at greater risk of disruptions in electricity, other public utilities or network services due to substandard infrastructure. Although all of its operations centers have disaster management plans, certain disaster management facilities, particularly in India, may not be adequate to protect against potential disruptions due to natural or other disasters. Damage, destruction or disruptions could make it difficult or impossible for employees to reach its business locations or otherwise interrupt its ability to provide its services. Sustained periods of interruption in its services could adversely affect its reputation and its relationships with its clients, cause it to incur substantial expenses and expose it to liability. Its insurance coverage may not be sufficient to cover all of its potential losses and its business, results of operation and financial condition could be adversely affected.

        Any disruption related to SourceHOV's U.S. data centers due to any of the foregoing events may cause significant disruptions in its ability to provide its services to its clients and result in a material adverse effect on its reputation, results of operations and financial condition and its business, results of operations and financial condition could be adversely affected.

SourceHOV generates a significant portion of its revenues from a small number of clients, and any loss of business from these clients could materially reduce its revenues.

        SourceHOV has derived, and believes that in the foreseeable future it will continue to derive, a significant portion of its revenues from a small number of clients. While it has no one client that accounts for more than 7% of its revenue, for each of the years ended December 31, 2016 and 2015, its ten largest clients accounted for less than 25% of its revenues.

        SourceHOV's ability to maintain close relationships with these and other major clients is essential to the growth and profitability of its business. However, the volume of work performed for a specific client is likely to vary from year to year. A major client in one year may not provide the same level of revenues for it in any subsequent year and there can be no assurance that any client will extend or renew its contract with SourceHOV. The business process solutions it provides to its clients, and the revenues and net income from those services, may decline or vary as the type and quantity of services it provides change over time. Furthermore, its reliance on any individual client for a significant portion of its revenues may give that client a certain degree of pricing leverage against it when negotiating contracts and terms of service.

        In addition, a number of factors other than SourceHOV's performance could cause the loss of or reduction in business or revenues from a client, and these factors are not predictable. For example, a

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client may decide to reduce spending on business process solutions from it due to a challenging economic environment or other factors, both internal and external, relating to its business. These factors may include corporate restructuring, pricing pressure, changes to its outsourcing strategy, switching to another BPO provider or returning work in-house or other changes in a client's prospects or profitability. The loss of any of its major clients, or a significant decrease in the volume of work they give to it or the price at which SourceHOV is able to provide its services to them, could materially adversely affect its revenues and thus its results of operations.

SourceHOV's revenues are highly dependent on a limited number of industries, and any decrease in demand for business process solutions in these industries could reduce its revenues and adversely affect its results of operations.

        A substantial portion of SourceHOV's revenues are derived from three specific industry-based verticals: ITPS, HS, and LLPS. Clients in ITPS accounted for 56% and 52% of its revenues in 2016 and 2015, respectively. Clients in HS accounted for 31% and 31% of its revenues in 2016 and 2015, respectively. Clients in LLPS accounted for 13% and 17% of its revenues in 2016 and 2015, respectively.

        SourceHOV's success largely depends on continued demand for its services from clients in these verticals, and a downturn or reversal of the demand for business process solutions in any of these verticals, or the introduction of regulations that restrict or discourage companies from engaging its services, could materially adversely affect its business, financial condition and results of operations. For example, consolidation in any of these industries or combinations or mergers, particularly involving its clients, may decrease the potential number of clients for its services. SourceHOV has been affected by the worsening of economic conditions and significant consolidation in the financial services industry, and continuation of this trend may negatively affect its revenues and profitability.

SourceHOV has a significant amount of intangible assets that could be materially impacted.

        Goodwill and other intangible assets that have indefinite useful lives are not amortized but rather are evaluated annually for impairment and more frequently if a triggering event occurs. The valuation of goodwill for impairment involves a high degree of judgment. Based on SourceHOV's estimates and assumptions underlying the valuation, impairment is determined by estimating the fair value of a reporting unit and comparing that value to the reporting unit's book value. If economic events occur that cause it to revise its estimates and assumptions used in determining the fair value of its goodwill, such revisions could result in an impairment charge that could have a material adverse impact on its financial statements during the period incurred.

Material weaknesses have been identified in SourceHOV's internal control over financial reporting.

        In connection with the preparation of SourceHOV's financial statements for the year ended December 31, 2016, material weaknesses were identified in SourceHOV's internal controls over financial reporting that remain unremediated with respect to (i) deficiencies in the financial statement close process, including appropriate levels of review and (ii) the lack of formal policies and procedures and related controls related to the evaluation of goodwill for impairment and the supervision of specialists engaged to assist management in making the necessary fair value estimates involved in the impairment analysis.

        If the material weaknesses are not remediated prior to the closing of the Business Combination or if additional material weaknesses are identified in the future, a material weakness may exist in internal control over financial reporting of SourceHOV subsequent to the closing of the Business Combination.

        SourceHOV has begun taking measures and plans to take additional measures to remediate the underlying causes of the material weaknesses. SourceHOV plans to complete this remediation process as quickly as possible. However, SourceHOV cannot at this time estimate whether this remediation

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process will be complete prior to the closing of the Business Combination. If SourceHOV is unable to successfully remediate these material weaknesses prior to the closing of the Business Combination, SourceHOV could be unable to produce accurate and timely financial statements. Any failure to timely provide required financial information could materially and adversely impact SourceHOV.

SourceHOV derives significant revenue and profit from commercial and government contracts awarded through competitive bidding processes, including renewals, which can impose substantial costs on it, and it will not achieve revenue and profit objectives if it fails to accurately and effectively bid on such projects.

        Many of these contracts are extremely complex and require the investment of significant resources in order to prepare accurate bids and proposals. Competitive bidding imposes substantial costs and presents a number of risks, including: (i) the substantial cost and managerial time and effort that it spends to prepare bids and proposals for contracts that may or may not be awarded to SourceHOV; (ii) the need to estimate accurately the resources and costs that will be required to implement and service any contracts it is awarded, sometimes in advance of the final determination of their full scope and design; (iii) the expense and delay that may arise if its competitors protest or challenge awards made to it pursuant to competitive bidding and the risk that such protests or challenges could result in the requirement to resubmit bids and in the termination, reduction or modification of the awarded contracts; and (iv) the opportunity cost of not bidding on and winning other contracts it might otherwise pursue. If its competitors protest or challenge an award made to it on a government contract, the costs to defend such an award may be significant and could involve subsequent litigation that could take years to resolve.

SourceHOV's profitability is dependent upon its ability to obtain adequate pricing for its services and to improve its cost structure.

        SourceHOV's success depends on its ability to obtain adequate pricing for its services. Depending on competitive market factors, future prices it obtains for its services may decline from previous levels. If it is unable to obtain adequate pricing for its services, it could materially adversely affect its results of operations and financial condition. In addition, its contracts are increasingly requiring tighter timelines for implementation as well as more stringent service level metrics. This makes the bidding process for new contracts much more difficult and requires it to adequately consider these requirements in the pricing of its services.

        SourceHOV regularly reviews its operations with a view towards reducing its cost structure, including, without limitation, reducing its employee base, exiting certain businesses, improving process and system efficiencies and outsourcing some internal functions. SourceHOV from time to time engages in restructuring actions to reduce its cost structure. If it is unable to continue to maintain its cost base at or below the current level and maintain process and systems changes resulting from prior restructuring actions or to realize the expected cost reductions in the ongoing strategic transformation program, it could materially adversely affect its results of operations and financial condition.

        In addition, in order to meet the service requirements of its customers, which often includes 24/7 service, and to optimize its employee cost base, including its back-office support, SourceHOV often locates its delivery service and back-office support centers in lower-cost locations, including several developing countries. Concentrating its centers in these locations presents a number of operational risks, many of which are beyond its control, including the risks of political instability, natural disasters, safety and security risks, labor disruptions, excessive employee turnover and rising labor rates. Additionally, a change in the political environment in the United States or the adoption and enforcement of legislation and regulations curbing the use of such centers outside of the United States could materially adversely affect its results of operations and financial condition. These risks could impair its ability to effectively provide services to its customers and keep its costs aligned to its associated revenues and market requirements.

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        SourceHOV's ability to sustain and improve profit margins is dependent on a number of factors, including its ability to continue to improve the cost efficiency of its operations through such programs as robotic process automation, to absorb the level of pricing pressures on its services through cost improvements and to successfully complete information technology initiatives. If any of these factors adversely materialize or if it is unable to achieve and maintain productivity improvements through restructuring actions or information technology initiatives, its ability to offset labor cost inflation and competitive price pressures would be impaired, each of which could materially adversely affect its results of operations and financial condition.

SourceHOV is subject to regular customer and third-party security reviews and failure to pass these may have an adverse impact on its operations.

        Many of SourceHOV's client contracts require that it maintain certain physical and/or information security standards, and, in certain cases, SourceHOV permits a client to audit its compliance with these contractual standards. Any failure to meet such standards or pass such audits may have a material adverse impact on its business. Further, clients from time to time may require stricter physical and/or information security than they negotiated in their contracts, and may condition continued volumes and business on the satisfaction of such additional requirements. Some of these requirements may be expensive to implement or maintain, and may not be factored into its contract pricing. Further, on an annual basis SourceHOV obtains third-party audits of certain of its locations in accordance with Statement on Standards for Attestation Engagements no. 16 (SSAE 16) put forth by the Auditing Standards Board (ASB) of the American Institute of Certified Public Accountants (AICPA). SSAE 16 is the current standard for reporting on controls at service organizations, and many of its clients expect that it will perform an annual SSAE 16 audit, and report to them the results. Negative findings in such an audit and/or the failure to adequately remediate in a timely fashion such negative findings may cause clients to terminate their contracts or otherwise have a material adverse effect on its reputation, results of operation and financial condition.

Failure to adhere to the regulations that govern SourceHOV's business could have an adverse impact on its operations.

        SourceHOV's clients are often subject to regulations that may require that it comply with certain rules and regulations in performing services for them that would not otherwise apply to SourceHOV. U.S. federal laws and regulations that apply to certain portions of its business include the Gramm-Leach-Bliley Act, the Health Insurance Portability and Accountability Act of 1996, and the HITECH Act of 2009. It must also comply with applicable regulations relating to healthcare and other personal information that it processes as part of its services. Due to its global delivery model, SourceHOV is also subject to the burden and expense of complying with the laws and regulations of various jurisdictions and changes thereto which are beyond its control. In addition, its contracts with some of its clients require it to remain knowledgeable about and comply with a number of additional relevant consumer protection laws and other regulatory requirements. Failure to perform its services in a manner that complies with any such requirement could result in breaches of contracts with its clients. SourceHOV's failure to comply with any applicable laws and regulations could subject it to civil fines and criminal penalties.

A significant portion of SourceHOV's assets and operations are located in India, the Philippines, China and Mexico, and it is subject to regulatory, economic and political uncertainties in those locations.

        A significant number of SourceHOV's operations centers are located in India, the Philippines and China and a majority of its assets and its professionals are located in those locations. SourceHOV intends to continue to develop and expand its facilities in these areas. Its financial performance may be adversely affected by general economic conditions and economic and fiscal policy in these countries, including changes in exchange rates and controls, interest rates and taxation policies, as well as social

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stability and political, economic or diplomatic developments affecting those countries in the future. These countries have experienced significant economic growth over the last several years, but face major challenges in sustaining that growth in the years ahead. These challenges include the need for substantial infrastructure development and improving access to healthcare and education. SourceHOV's ability to recruit, train and retain qualified employees, develop and operate its operations centers, and attract and retain clients could be adversely affected if these countries do not successfully meet these challenges.

        In the early 1990s, India experienced significant inflation, low growth in gross domestic product and shortages of foreign currency reserves. The Indian government, however, has exercised and continues to exercise significant influence over many aspects of the Indian economy. India's government has provided significant tax incentives and relaxed certain regulatory restrictions in order to encourage foreign investment in specified sectors of the economy, including the BPO industry. Certain of those programs, which have benefited SourceHOV, include tax holidays, liberalized import and export duties and preferential rules on foreign investment and repatriation. SourceHOV cannot assure you that liberalization policies will continue. Various factors, such as changes in the current federal government, could trigger significant changes in India's economic liberalization and deregulation policies and disrupt business and economic conditions in India generally and its business in particular.

        The Philippines has experienced significant inflation, currency declines and shortages of foreign exchange. In addition, the Philippines has experienced and may continue to experience civil unrest, terrorism and political turmoil, resulting in temporary work stoppages and technology outages. These instabilities and any adverse changes in the political environment in the Philippines could increase its operational costs, increase its exposure to legal and business risks and make it more difficult for it to operate its business in the Philippines.

        SourceHOV's business operations in China may be adversely affected by its current and future political environment. The Chinese government can exert substantial influence and control over the manner in which companies in China conduct business. Under the current government leadership, the government of China has been pursuing economic reform policies that encourage private economic activity and greater economic decentralization. There is no assurance, however, that the government of China will continue to pursue these policies, or that it will not significantly alter these policies from time to time without notice.

        SourceHOV's ability to efficiently conduct its business activities in Mexico is subject to changes in government policy or shifts in political attitudes that are beyond its control. Government policy may change to discourage foreign investment, nationalization of industries may occur or other government limitations, restrictions or requirements not currently foreseen may be implemented. In addition, Mexico may experience political instability, which may result in outbreaks of civil unrest, drug-related violence, terrorist attacks or threats or acts of war in the affected areas, any of which could materially and adversely affect its business, prospects, financial condition and results of operations.

Introduction of tax legislation and disputes with tax authorities may have an adverse effect on SourceHOV's operations and its overall tax rate.

        Governments in countries in which SourceHOV operates or provides services could enact new tax legislation that could have a material adverse effect on its overall effective tax rate. In addition, its ability to repatriate surplus earnings, if any, from its operations centers in a tax-efficient manner is dependent upon interpretations of local laws, possible changes in such laws and the renegotiation of existing double tax avoidance treaties. Changes to any of these may adversely affect its overall tax rate, which could have a material adverse effect on its business, results of operations and financial condition.

        In addition, the transfer pricing regulations of the United States and certain foreign jurisdictions, including India, require that any cross-border transaction involving related parties be at an arm's-length price. Accordingly, SourceHOV bases its pricing between its foreign subsidiaries and related parties on

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a functional and economic analysis involving benchmarking against transactions among entities that are not related. However, the tax authorities have jurisdiction to review its transfer-pricing policy. If they conclude the policy was not applied appropriately, it may incur additional tax liability, including accrued interest and penalties. It has recently received an adverse order from the Indian Tax Tribunal over the application of some of its transfer pricing policies for the fiscal year ending March 31, 2007. This decision may be overturned only by appeal to India's Supreme Court. However, it is highly uncertain the matter would ultimately be decided in its favor. Based on the adverse Indian tax tribunal's decision, advice from its tax advisors, and the noted trend of Indian tax authorities aggressively pursuing higher transfer prices from multi-national companies, SourceHOV believes it is probable that it may experience future assessments of tax, penalty and interest in connection with its Indian transfer-pricing policy. Accordingly, reserves have been established on its balance sheet. However, these reserves may not be sufficient. As SourceHOV continues to expand its operations, it may be subject to similar liability/exposure in additional geographies/jurisdictions.

Sales tax laws in the United States may change resulting in service providers having to collect sales taxes in states where the current laws do not require SourceHOV to do so. This could result in substantial tax liabilities.

        SourceHOV's United States subsidiaries collect and remit sales tax in states in which the subsidiaries have physical presence or in which SourceHOV believes sufficient nexus exists which obligates SourceHOV to collect sales tax. Other states may, from time to time, claim that SourceHOV has state-related activities constituting physical nexus to require such collection. Additionally, many other states seek to impose sales tax collection or reporting obligations on companies that sell goods to customers in their state, or directly to the state and its political subdivisions, regardless of physical presence. Such efforts by states have increased recently, as states seek to raise revenues without increasing the income tax burden on residents. SourceHOV relies on United States Supreme Court decisions which hold that, without Congressional authority, a state may not enforce a sales tax collection obligation on a company that has no physical presence in the state. SourceHOV cannot predict whether the nature or level of contacts it has with a particular state will be deemed enough to require SourceHOV to collect sales tax in that state nor can SourceHOV be assured that Congress or individual states will not approve legislation authorizing states to impose tax collection or reporting obligations on SourceHOV's activities. A successful assertion by one or more states that SourceHOV should collect sales tax could result in substantial tax liabilities related to past sales and would result in considerable administrative burdens and costs for SourceHOV.

Restrictions on entry visas may affect SourceHOV's ability to compete for and provide services to clients in the United States, which could have a material adverse effect on future revenues.

        A significant number of SourceHOV's employees are foreign nationals, including from India, the Philippines and China. Certain members of its development team based in India travel to the United States on a regular basis to facilitate new project development, including the implementation of new contracts and to meet its U.S. clients. The ability of these employees to travel to the United States and other countries in which it does business depends on their ability to obtain the necessary visas and entry permits.

        In response to political forces, terrorist attacks, the global economic downturn, public sentiments about the high unemployment rates in the United States and other events, U.S. immigration authorities have increased the level of scrutiny in granting visas and applicable immigration laws may be subject to legislative change and varying standards of application and enforcement. It cannot predict the political or economic events that could affect immigration laws or any restrictive impact those events could have on obtaining or monitoring entry visas for its professionals.

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Investors may have difficulty effecting service of process or enforcing judgments obtained in the United States against SourceHOV's non-U.S. subsidiaries.

        SourceHOV's significant operating subsidiaries are organized outside the United States. A portion of its assets are located in India, the Philippines, China, Mexico, and Canada. As a result, you may be unable to effect service of process upon its affiliates who reside in these jurisdictions. In addition, you may be unable to enforce against these persons outside the jurisdiction of their residence judgments obtained in U.S. courts, including judgments predicated solely upon U.S. federal securities laws.

Currency fluctuations among the Euro, British Pound, Indian rupee, the Philippine Peso, the Mexican Peso, the Canadian Dollar, the Chinese Yuan and the U.S. Dollar could have a material adverse effect on SourceHOV's results of operations.

        SourceHOV operates internationally and as a result, is subject to risks associated with doing business globally, such as risks related to the differing legal, political and regulatory requirements and economic conditions of many jurisdictions. Risks inherent to operating internationally include changes in a country's economic or political conditions, in foreign currency exchange rates, regulatory requirements and enforcement of intellectual property rights.

        The functional currencies of SourceHOV's businesses outside of the U.S. are the local currencies. Changes in exchange rates between these foreign currencies and the U.S. Dollar will affect the recorded levels of SourceHOV's assets, liabilities, net sales, cost of goods sold and operating margins and could result in exchange gains or losses. The primary foreign currencies to which SourceHOV has exposure are the European Union Euro, Swedish Krona, British Pound Sterling, and Indian rupees. Exchange rates between these currencies and the U.S. Dollar in recent years have fluctuated significantly and may do so in the future. The operating results and profitability may be affected by any volatility in currency exchange rates and the SourceHOV's ability to manage effectively currency transaction and translation risks. To the extent the U.S. dollar strengthens against foreign currencies, SourceHOV's foreign revenues and profits will be reduced when translated into U.S. dollars.

        Although the vast majority of SourceHOV's revenues are denominated in U.S. dollars, a significant portion of its expenses are incurred and paid in Euros, British Pound Sterling, Swedish Krona, Indian rupees, and to a lesser extent in other currencies, including the Philippine Peso, the Mexican Peso, the Canadian dollar and the Chinese Yuan. SourceHOV reports its financial results in U.S. dollars. The exchange rate between the Indian rupee and the U.S. dollar has changed substantially in recent years and may fluctuate substantially in the future. Its results of operations may be adversely affected if such fluctuations continue, or increase, or other currencies fluctuate significantly against the U.S. dollar.

        Although SourceHOV does not currently take steps to hedge its foreign currency exposures, should it choose in the future to implement a hedging strategy, there can be no assurance that its hedging strategy will be successful or that the hedging markets would have sufficient liquidity or depth to allow it to implement such a hedging strategy in a cost-effective manner. Further, the success of any potential hedging strategy could be impacted by any failure by the hedging counterparties to meet their contractual obligations.

Damage to SourceHOV's facilities could impact its operations or financial condition.

        The performance of SourceHOV's services also depends upon facilities that house central computer operations or operating centers or in which it processes information, images, bills or statements. Significant damage to any of SourceHOV's operating facilities could interrupt the operations at those facilities and interfere with its ability to serve customers.

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Risks Related to Novitex's Business

Novitex faces significant competition and its failure to compete successfully could adversely affect its results of operations and financial condition.

        Novitex operates in an environment of significant competition, driven by rapid technological developments, changes in industry standards, and demands of customers to become more efficient. Novitex's competitors range from large international companies to relatively small firms. Some of the large international companies have significant financial resources and compete with Novitex to provide document processing services and/or business process services. Novitex competes primarily on the basis of technology, performance, price, quality, reliability, brand, distribution and customer service and support. Novitex's success in future performance is largely dependent upon its ability to compete successfully, to promptly and effectively react to changing technologies and customer expectations and to expand into additional market segments. To remain competitive, Novitex must develop services and applications; periodically enhance its existing offerings; remain cost efficient; and attract and retain key personnel and management. If Novitex is unable to compete successfully, Novitex could lose market share and important customers to its competitors and that could materially adversely affect its results of operations and financial condition.

Decreasing demand for traditional printed and mailed communications may continue to adversely affect Novitex's business, depending on the extent to which its clients' and their customers' acceptance of electronic alternatives continues to grow.

        To the extent customers of Novitex's clients select electronic presentment and delivery of communications, the demand for Novitex's services for production and distribution of printed documents has decreased and could continue to decrease. Novitex provides electronic presentment and delivery solutions, but they are priced differently and require different capabilities than print-mail solutions. Clients may choose to perform electronic hosting and distribution of communications to customers internally or select electronic solution providers other than Novitex. Any of these developments could adversely affect Novitex's business and operating results.

Trends or events affecting Novitex's clients or their industries could decrease the demand for Novitex's services and the loss of, reduction of business with, or less favorable terms with any of its significant customers could materially harm Novitex's business and results of operations.

        Novitex derives its revenues from the delivery of services to clients in the financial services, healthcare, legal, consumer and manufacturing, technology and energy, government and education and other industries. Demand for Novitex's services among companies in those industries could decline for many reasons. If demand for Novitex's services decreases or any of the industries it serves decline or fail or consolidate, reducing the number of potential clients, Novitex's business and operating results could be adversely affected.

        Events that adversely affect Novitex's clients' businesses, rates of growth or numbers of customers they serve could decrease demand for Novitex's services and the number of transactions it processes. Events that could adversely affect Novitex's clients' businesses include decreased demand for its customers' products and services, adverse conditions in its customers' markets or adverse economic conditions generally. Novitex may be unsuccessful in predicting the needs of changing industries and whether potential customers will accept its services. Novitex also may invest in technology or infrastructure for specific customers and not realize additional revenue from such investments. If trends or events do not occur as it expects, Novitex's business could be negatively impacted.

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A significant portion of Novitex's revenue is derived from a relatively limited number of large clients and any loss of, or decrease in sales to, these clients could harm Novitex's results of operations.

        A significant portion of Novitex's revenue is derived from a relatively limited number of large clients. Revenue from Novitex's top twenty clients accounted for approximately 50%, 44% and 41% of its revenue during the years ended December 31, 2016, 2015 and 2014, respectively.

        Novitex's largest client accounted for approximately 7%, 4% and 4% of its revenue in 2016, 2015 and 2014, respectively. Novitex is likely to continue to experience ongoing client concentration, particularly if Novitex is successful in attracting large enterprise clients. Moreover, there may be a loss or reduction in business from one or more of Novitex's large clients. It is also possible that revenue from these clients, either individually or as a group, may not reach or exceed historical levels in any future period. The loss or significant reduction of business from Novitex's major clients would adversely affect its results of operations.

If Novitex fails to successfully develop new service offerings, Novitex may be unable to retain current customers and gain new customers and its revenues would decline.

        The process of developing new services and solutions is inherently complex and uncertain. It requires accurate anticipation of customers' changing needs and emerging technological trends. Novitex must make long-term investments and commit significant resources before knowing whether these investments will eventually result in services that achieve customer acceptance and generate the revenues required to provide desired returns. If Novitex fails to accurately anticipate and meet its customers' needs through the development of new technologies and service offerings or if its new services are not widely accepted, Novitex could lose market share and customers to its competitors and that could materially adversely affect its results of operations and financial condition.

Novitex's business could be adversely affected if Novitex is unsuccessful in managing the start-up of new contracts.

        In order for Novitex's business to continue its growth, Novitex must successfully manage the start-up of services related to new contracts. If a client is not satisfied with the quality of work performed by Novitex or a subcontractor, or with the type of services or solutions delivered, then Novitex could incur additional costs to address the situation, the profitability of that work might be impaired and the client's dissatisfaction with Novitex's services could damage its ability to obtain additional work from that client or obtain new work from other potential clients. In particular, clients who are not satisfied might seek to terminate existing contracts prior to their scheduled expiration date, which may result in Novitex's inability to fully recover is up-front investments. In addition, clients could direct future business to Novitex's competitors. Novitex could also trigger contractual credits to clients or a contractual default. Failure to properly transition new clients, properly budget transition costs or accurately estimate new contract operational costs could result in delays in Novitex's contract performance, trigger service level penalties, or result in contract profit margins that do not meet Novitex's expectations or its historical profit margins.

Novitex's business depends substantially on customers renewing their existing service agreements and/or expanding their use of its services. Any decline in Novitex's customer renewals and expansions or terminations would harm its future operating results.

        Novitex enters into service agreements with many of its customers that are generally one to five years in length. As a result, maintaining the renewal rate of its customer agreements is critical to Novitex's future success. Novitex cannot assure you that any of its customer agreements will be renewed as its customers have no obligation to renew their agreements for Novitex's services after the expiration of the initial term. Novitex cannot unilaterally extend the terms of its client contracts when they expire. Contracts can terminate during the term of agreement for various reasons, including through "termination for convenience" clauses in some contracts that enable clients to cancel by

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written notice. The loss of any customers that individually or collectively account for a significant amount of Novitex's revenues would have a material adverse effect on its results of operations or financial condition. If Novitex's renewal rates are lower than anticipated or decline for any reason, or if customers renew on terms less favorable to Novitex, Novitex's revenue may decrease and its profitability and gross margin may be harmed, which would have a material adverse effect on Novitex's business, results of operations and financial condition.

If Novitex is unable to expand its enterprise client base, Novitex's revenue growth rate may be negatively impacted.

        As part of its growth strategy, Novitex seeks to attract new enterprise clients and expand relationships with existing enterprise and transactional clients. If Novitex is unable to attract new enterprise clients or expand its relationships with its existing enterprise and transactional clients, Novitex's ability to grow its business will be hindered.

Consolidation in or among Novitex's customers and potential customers could result in a reduction of customers or reduction in use of Novitex's services.

        Mergers or acquisitions of or consolidations among Novitex's customers or between its customers and other entities could reduce the number of Novitex's customers and potential customers and result in the discontinuation or reduction in use of Novitex's services. This could adversely affect Novitex's revenues even if these events do not reduce the aggregate number of customers or the activities of the consolidated entities. Any of these developments could materially and adversely affect Novitex's business, financial condition, operating results and cash flows.

A failure to adapt to technological changes to address the changing demands of customers may adversely impact Novitex's business.

        In order to grow and remain competitive, Novitex will need to continue to adapt to future changes in technology, enhance Novitex's existing offerings and introduce new offerings to address the changing demands of customers. If Novitex is unable to continue to exploit new and existing technologies to distinguish its services from those of its competitors or adapt to new distribution methods, Novitex's business may be adversely affected.

        Technological developments and changing demands of customers may require additional investment in new equipment and technologies. Novitex must monitor changes in its customers' markets and develop new solutions to meet customers' needs. The development of such solutions may be costly and there is no assurance that these solutions will be accepted by customers. If Novitex is unable to adapt to technological changes on a timely basis or at an acceptable cost, customers' demand for Novitex's services may be adversely affected.

The quality of Novitex's support and services offerings is important to its customers and, if Novitex fails to offer high quality support and services, customers may not buy Novitex's solutions and its revenue may decline.

        Novitex's customers generally depend on its service organization to resolve issues relating to the use of its solutions. A high level of support is critical for the successful marketing and sale of Novitex's solutions. If Novitex is unable to provide a level of support and service to meet or exceed the expectations of its customers, Novitex could experience:

    loss of customers and market share;

    a failure to attract new customers; and

    increased service and support costs and a diversion of resources.

        Any of the above results would likely have a material adverse impact on Novitex's business, revenue, results of operations, financial condition and reputation.

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Operational errors in the performance of Novitex's services or contractual obligations could lead to liability for claims, client loss and result in reputational damage.

        The failure to properly perform Novitex's services or contractual obligations could result in its clients and/or certain of its subsidiaries being subjected to losses including fines or other sanctions by applicable regulatory authorities, and Novitex could be liable to parties who are financially harmed by those errors. In addition, such errors could cause Novitex to lose revenues, lose clients or damage its reputation.

Novitex has substantial leverage, and future leverage could adversely affect the ability to raise capital or access other financing to fund Novitex's business operations and limit Novitex's ability to react to changes in the economy or its industry.

        Novitex has had a significant amount of indebtedness and following the completion of the business combination Novitex's operations will continue to have substantial leverage. Having a significant amount of leverage may have important consequences, including:

    requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on indebtedness, thereby reducing the ability to use cash flow from Novitex's operations to fund operations, capital expenditures, and future business opportunities;

    limiting the ability to obtain additional financing for working capital, capital expenditures, product and service development, debt service requirements, acquisitions, and general corporate or other purposes including equipment financing at reasonable rates, which is vital to Novitex's business;

    increasing vulnerability to general economic and industry conditions;

    restricting the ability to make strategic acquisitions or requiring non-strategic divestitures;

    subjecting Novitex's operations to restrictive covenants that may limit operating flexibility; and

    placing Novitex's operations at a competitive disadvantage compared to competitors that are less highly leveraged.

Despite Novitex's significant leverage, the combined business may be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with its significant leverage.

Novitex's profitability is dependent upon its ability to obtain adequate pricing for its services and to improve its cost structure.

        Novitex's success depends on its ability to obtain adequate pricing for its services. Depending on competitive market factors, future prices Novitex obtains for its services may decline from previous levels. The average sales price for Novitex's solutions may decline for a variety of reasons, including competitive pricing pressures, discounts Novitex offers, new pricing models, a change in the mix of Novitex's solutions, anticipation of the introduction of new solutions or promotional programs. If Novitex is unable to obtain adequate pricing for its services, or effectively manage its costs in providing the services, it could materially adversely affect Novitex's results of operations and financial condition. In addition, Novitex's services contracts are increasingly requiring tighter timelines for implementation as well as more stringent service level metrics and measurable long term savings. This makes the bidding process for new contracts much more difficult and requires Novitex to adequately consider these requirements in the pricing of its services.

        Novitex continually reviews its operations with a view towards reducing its cost structure, including reducing its employee base, improving process and system efficiencies and outsourcing some internal functions. Novitex from time to time engages in restructuring actions to reduce its cost structure. If Novitex is unable to continue to maintain its cost base at or below the current level and maintain process and systems changes resulting from prior restructuring actions, it could materially adversely affect Novitex's results of operations and financial condition.

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        Novitex's ability to sustain and improve profit margins is dependent on a number of factors, including its ability to continue to improve the cost efficiency of its operations through such programs as Lean Six Sigma, the level of pricing pressures on its services, the trend in post-sale revenue growth and Novitex's ability to successfully complete information technology initiatives. If any of these factors adversely materialize or if Novitex is unable to achieve and maintain productivity improvements through design efficiency, supplier cost improvements and information technology initiatives, Novitex's ability to offset labor cost inflation, potential materials cost increases and competitive price pressures would be impaired, all of which could materially adversely affect Novitex's results of operations and financial condition.

Fluctuations in the costs of paper, ink, energy, by-products and other raw materials may adversely impact Novitex.

        Purchases of paper, ink, energy and other raw materials represent a large portion of Novitex's costs. Increases in the costs of these inputs may increase Novitex's costs and Novitex may not be able to pass these costs on to customers through higher prices. In addition, Novitex may not be able to resell waste paper and other print-related by-products or may be adversely impacted by decreases in the prices for these by-products. Increases in the cost of materials may adversely impact customers' demand for Novitex's printing and related services.

Novitex is subject to government regulations concerning its hourly and other employees, including minimum wage, overtime, and health care laws.

        Novitex is subject to applicable rules and regulations relating to its relationship with its employees, including minimum wage and break requirements, health benefits, unemployment and sales taxes, overtime, and working conditions and immigration status. Legislated increases in the federal minimum wage and increases in additional labor cost components, such as employee benefit costs, workers' compensation insurance rates, compliance costs and fines, as well as the cost of litigation in connection with these regulations, would increase Novitex's labor costs. Unionizing and collective bargaining efforts have received increased attention nationwide in recent periods. Should Novitex's employees become represented by unions, Novitex would be obligated to bargain with those unions with respect to wages, hours, and other terms and conditions of employment, which is likely to increase its labor costs. Moreover, as part of the process of union organizing and collective bargaining, strikes and other work stoppages may occur, which would cause disruption to Novitex's business. Similarly, many employers nationally in similar environments have been subject to actions brought by governmental agencies and private individuals under wage-hour laws on a variety of claims, such as improper classification of workers as exempt from overtime pay requirements and failure to pay overtime wages properly, with such actions sometimes brought as class actions. These actions can result in material liabilities and expenses. Should Novitex be subject to employment litigation, such as actions involving wage-hour, overtime, break, and working time, it may distract Novitex's management from business matters and result in increased labor costs. If costs of labor increase significantly, Novitex's business, results of operations, and financial condition may be adversely affected.

Employee healthcare costs continue to increase.

        Novitex maintains a self-insured healthcare plan under which it generally shares the cost of health care with certain of its employees. Employee healthcare is a significant operating cost for Novitex, and these costs have been escalating well in excess of other inflationary trends over the past decade. If healthcare costs continue to increase, Novitex may not be willing or able to pass those costs on to employees.

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Novitex self-insures health benefits and may be adversely impacted by unfavorable claims experience.

        Novitex is self-insured for its health benefits. If the number or severity of claims increases, or Novitex is required to accrue or pay additional amounts because the claims prove to be more severe than its original assessment, its operating results would be adversely affected. Novitex's future claims expense might exceed historical levels, which could reduce earnings. Novitex expects to periodically assess its self-insurance strategy. Novitex is required to periodically evaluate and adjust its claims reserves to reflect its experience. However, ultimate results may differ from Novitex's estimates, which could result in losses over its reserved amounts.

Novitex is exposed to risks related to potential adverse changes in currency exchange rates.

        Novitex is exposed to market risks resulting from changes in the currency exchange rates of the currencies in the countries in which it does business, primarily related to Novitex's Canadian operations. Although operating in local currencies may limit the impact of currency rate fluctuations on the operating results of Novitex's non-U.S. subsidiaries, fluctuations in such rates may affect the translation of these results into Novitex's consolidated financial statements. To the extent borrowings, sales, purchases, revenues and expenses or other transactions are not in the applicable local currency, Novitex may enter into foreign currency spot and forward contracts to hedge the currency risk. Management cannot be sure, however, that Novitex's efforts at hedging will be successful, and such efforts could, in certain circumstances, lead to losses.

Various events may cause Novitex's financial results to fluctuate from quarter-to-quarter or year-to-year. The nature of these events might inhibit Novitex's ability to anticipate and act in advance to counter them.

        Novitex may be unsuccessful in determining or controlling when and whether events occur that could cause varying financial results. Unfavorable results may occur that Novitex did not anticipate or take advance action to address. Novitex incurs significant costs to develop solutions used to service Novitex's existing and potential client operations. The timing of these expenses may fluctuate as new client contracts are signed or existing client contracts are renewed, causing Novitex's results to vary accordingly. Factors contributing to the variability of Novitex's results include increased costs of supplies, increased costs relating to existing and potential client operations, and hiring staff to develop new and existing solutions. The timing of Novitex's fees associated with new and existing client contracts, including changes in recognition as a result of changes in accounting principles, may also cause results to vary from period to period.

Novitex's future profitability is uncertain.

        Novitex's future profitability depends on, among other things, Novitex's ability to generate revenue in excess of its expenses. However, Novitex has significant and continuing fixed costs relating to the maintenance of its assets and business, including Novitex's substantial debt service requirements, which Novitex may not be able to reduce adequately to sustain its profitability if its revenue decreases. Novitex's profitability also may be impacted by non-cash charges such as stock-based compensation charges and potential impairment of goodwill, which will negatively affect Novitex's reported financial results. Even if Novitex achieves profitability on an annual basis, Novitex may not be able to achieve profitability on a quarterly basis. You should not consider prior revenue growth as indicative of Novitex's future performance. In fact, in future quarters Novitex may not have any revenue growth or Novitex's revenue could decline. Novitex may continue to incur significant losses in the future for a number of reasons, including the other risks described elsewhere in this proxy statement, and Novitex may encounter unforeseen expenses, difficulties, complications, delays and other unknown events.

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Novitex may be unable to sustain positive cash flow.

        Novitex's ability to continue to generate positive cash flow depends on its ability to generate collections from sales in excess of its cash expenditures. Novitex's ability to generate and collect on sales can be negatively affected by many factors, including but not limited to:

    Novitex's inability to convince new customers to use its services or existing customers to renew their contracts or use additional services;

    the lengthening of Novitex's sales cycle;

    changes in Novitex's customer mix;

    a decision by any of Novitex's existing customers to cease or reduce using its services;

    failure of customers to pay Novitex's invoices on a timely basis or at all;

    a failure in the performance of Novitex's solutions or its internal controls that adversely affects its reputation or results in loss of business;

    the loss of market share to existing or new competitors;

    the failure to enter or succeed in new markets;

    regional or global economic conditions or regulations affecting perceived need for or value of Novitex's services; or

    Novitex's inability to develop new offerings, expand its offerings or drive adoption of its new offerings on a timely basis and thus potentially not meeting evolving market needs.

        Novitex anticipates that it will incur increased sales and marketing and general and administrative expenses as it continues to diversify its business into new industries and geographic markets. Novitex's business will also require significant amounts of working capital to support its growth. Novitex may not achieve collections from sales to offset these anticipated expenditures sufficient to maintain positive future cash flow. In addition, Novitex may encounter unforeseen expenses, difficulties, complications, delays and other unknown events that cause Novitex's costs to exceed its expectations. An inability to generate positive cash flow may decrease Novitex's long-term viability.

A decline in expected profitability of Novitex could result in the impairment of assets, including goodwill, other long-lived assets and deferred tax assets.

        Novitex holds material amounts of goodwill, other long-lived assets and deferred tax assets on its balance sheet. A decline in expected profitability, particularly if there is a decline in the global economy, could call into question the recoverability of Novitex's related goodwill, other long-lived tangible and intangible assets or deferred tax assets and require the write down or write off these assets or, in the case of deferred tax assets, recognition of a valuation allowance through a charge to income. Such an occurrence could a material adverse effect on Novitex's consolidated results of operations, financial position and cash flows.

Changes in the rules and regulations to which customers are subject may impact demand for Novitex's services.

        Many of Novitex's customers are subject to rules and regulations requiring certain printed or electronic communications, governing the form of such communications and protecting the privacy of consumers. Changes in these regulations may impact customers' business practices and could reduce demand for Novitex's services. Changes in such regulations could eliminate the need for certain types of communications altogether or such changes may impact the quantity or format of such communications.

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If Novitex is unable to collect for unbilled services, Novitex's results of operations, financial condition and cash flows could be adversely affected.

        The profitability of Novitex's large services contracts depends on Novitex's ability to successfully obtain payment from its clients of the amounts they owe it for work performed. Actual losses on client balances could differ from current estimates and, as a result, may require adjustment of Novitex's receivables for unbilled services. Macroeconomic conditions could result in financial difficulties, including limited access to the credit markets, insolvency or bankruptcy, for Novitex's clients and, as a result, could cause clients to delay payments to Novitex, request modifications to their payment arrangements that could increase Novitex's receivables balance, or default on their payment obligations to Novitex. Timely collection of client balances also depends on Novitex's ability to complete its contractual commitments (for example, achieve specified milestones in percentage-of-completion contracts) and bill and collect its contracted revenues. If Novitex is unable to meet its contractual requirements, Novitex might experience delays in collection of and/or be unable to collect its client balances, and if this occurs, Novitex's results of operations and cash flows could be adversely affected. In addition, if Novitex experiences an increase in the time to bill and collect for its services, Novitex's cash flows could be adversely affected.

Because Novitex recognizes revenue for its services ratably over the term of its customer agreements, downturns or upturns in the value of signed contracts will not be fully and immediately reflected in Novitex's operating results.

        Novitex offers its services primarily through fixed commitment contracts and recognizes revenue ratably over the related service period, which typically ranges from three to five years. As a result, some portion of the revenue Novitex reports in each quarter is revenue from contracts entered into during prior quarters. Consequently, a decline in signed contracts in any quarter will not be fully and immediately reflected in the revenue for that quarter, but will instead negatively affect Novitex's revenue in future quarters. In addition, Novitex may be unable to adjust its cost structure to offset this reduced revenue. Similarly, revenue attributable to an increase in contracts signed in a particular quarter will not be fully and immediately recognized, as revenue from new or renewed contracts is recognized ratably over the applicable service period. Because Novitex incurs sales commissions at the time of sale, Novitex may not recognize revenues from some customers despite incurring considerable expense related to Novitex's sales processes. Timing differences of this nature could cause Novitex's margins and profitability to fluctuate significantly from quarter to quarter.

Novitex's ability to utilize income tax net operating loss carryforwards may be limited, which could adversely impact Novitex's results of operations.

        Novitex has substantial deferred tax assets related to net operating losses ("NOLs") for United States federal and state income tax purposes, which Novitex expects are available to offset future taxable income. However, Novitex's ability to utilize or realize the current carrying value of the NOLs may be impacted by certain events, such as changes in tax legislation or the interpretation thereof; insufficient future taxable income prior to expiration of the NOLs; annual limits imposed under Section 382 of the Code, or by state law; or as a result of a change in control. A change in control is generally defined as a cumulative change of 50% or more in the ownership positions of certain stockholders during a rolling three year period. It is presently anticipated that the proposed Business Combination will result in an ownership change of Novitex for purposes of Section 382 of the Code. The amount of the annual limitation on the amount of NOLs that may be used to offset future taxable income generally is equal to the value of the stock of the corporation immediately prior to the ownership change multiplied by the adjusted federal tax-exempt rate, set by the Internal Revenue Service. Limitations imposed on the ability to use NOLs to offset future taxable income could cause U.S. federal income taxes to be paid earlier than otherwise would be paid if such limitations were not

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in effect and could cause such NOLs to expire unused, in each case reducing or eliminating the benefit of such NOLs. Similar rules and limitations may apply for state income tax purposes. Additionally, uncertainty exists with respect to tax reform that could potentially be enacted by the new U.S. presidential administration and Congress that could have an impact on the Novitex's NOL. Any of these events or developments could limit Novitex's ability to utilize or realize the current carrying value of the NOLs and may adversely impact Novitex's results of operations.

Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect Novitex's reported financial results.

        A change in accounting standards or practices can have a significant effect on Novitex's reported results and may even affect its reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of existing accounting pronouncements have occurred and will occur in the future. Changes to existing rules or the questioning of current practices may adversely affect Novitex's reported financial results or the way in which it conduct its business.

If Novitex is unable to maintain or expand its direct sales capabilities, it may not be able to generate anticipated revenues.

        Novitex's success depends in large part on its ability to attract, motivate and retain highly qualified personnel. Novitex relies primarily on its direct sales force to sell its services to new customers. Novitex's services and solutions require a sophisticated sales effort targeted at the senior management of its prospective customers. Novitex may not have the required processes, systems and discipline to execute on its sales and growth strategies. Novitex must expand its sales efforts to generate increased revenue from new customers. Failure to hire or retain qualified sales personnel will preclude Novitex from expanding its business and generating anticipated revenue. Competition for talented sales personnel is intense and there can be no assurance that Novitex will be able to retain its existing sales personnel or attract, assimilate or retain enough highly qualified sales personnel. Many of the companies with which Novitex competes for experienced personnel have greater resources than Novitex has. If any of Novitex's sales representatives or sales management personnel were to leave Novitex and join one of its competitors, Novitex may be unable to prevent those sales representatives from helping its competitors solicit business from Novitex's existing customers, which could adversely affect Novitex's revenue.

If Novitex fails to develop its brand cost-effectively, Novitex's business may suffer.

        Novitex believes that developing and maintaining awareness of the Novitex brand in a cost-effective manner is critical to achieving widespread acceptance of Novitex's existing and future services and is an important element in attracting new customers. Successful promotion of Novitex's brand will depend largely on the effectiveness of Novitex's marketing efforts and is ability to provide reliable and useful services at competitive prices. If Novitex fails to successfully promote and maintain its brand, or incur substantial expenses in unsuccessful attempts to promote and maintain its brand, Novitex may fail to attract enough new customers or retain its existing customers to the extent necessary to realize a sufficient return on its brand-building efforts, and Novitex's business could suffer.

Security and privacy breaches may damage client relations and impact Novitex's business.

        The secure and uninterrupted operation of Novitex's information technology systems is critical to its business. Novitex's services and systems may involve the storage, processing and transmission of sensitive data, including valuable intellectual property, other proprietary or confidential data, regulated data, and personal information of employees, customers and others. In the current environment there are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance, and human or technological

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error. Computer hackers and others routinely attempt to breach the security of technology products, services, and systems. The risk of such attacks to Novitex includes attempted breaches not only of its own services and systems, but also those of customers, contractors, business partners, vendors and other third parties. Successful breaches could result in, for example, unauthorized access to, disclosure, modification, misuse, loss, or destruction of company, customer, or other third-party data or systems; theft of sensitive, regulated, or confidential data including personal information and intellectual property; and system disruptions or denial of service. If Novitex is the victim of a significant data security breach, or if Novitex's clients perceive that it is unable to protect the security of their confidential information, Novitex could suffer harm to its reputation with clients, be exposed to liability, and incur significant remediation costs, which could have a material adverse effect on Novitex's business, financial position, and results of operations.

Novitex relies on third-party software and hardware to support its system and services and Novitex's business and reputation could suffer if these third-party services fail to perform properly or are no longer available.

        Novitex relies on hardware purchased or leased and software licensed from third parties to support its service offerings. This hardware and software may not continue to be available on commercially reasonable terms or at all. Any loss of the right to use any of this hardware or software could result in delays in the provisioning of Novitex's services, which could negatively affect its business until equivalent technology is either developed by Novitex or, if available, is identified, obtained and integrated. In addition, it is possible that Novitex's hardware vendors or the licensors of third-party software could increase the prices they charge, which could have a material adverse impact on Novitex's results of operations. Further, changing hardware vendors or software licensors could detract from management's ability to focus on the ongoing operations of Novitex's business or could cause delays in the operations of its business.

Uncertain government budgets and shifting government priorities could delay contract awards and funding and adversely affect Novitex's ability to continue work under its government contracts. Additionally, federal procurement directives could result in Novitex's loss of work on current programs to small business set-asides and large multiple award contracts.

        Novitex's government business is subject to funding delays, terminations (including at the government's convenience), reductions, in-sourcing, extensions, and moratoriums associated with the government's budgeting and contracting process. The federal procurement environment is unpredictable and could adversely affect Novitex's ability to perform work under new and existing contracts. Novitex has experienced delays in contract awards and funding on its contracts in recent years that have adversely affected its ability to continue existing work and to replace expiring work. Additionally, Novitex's government business is subject to the risk that one or more of its potential contracts or contract extensions may be diverted by the contracting agency to a small or disadvantaged or minority-owned business pursuant to set-aside programs administered by the Small Business Administration, or may be bundled into large multiple award contracts for very large businesses. These risks can potentially have an adverse effect on Novitex's revenue growth and profit margins.

If Novitex is unable to attract, engage, retain and integrate its executives and other key employees, Novitex may not be able to implement its business strategy.

        Novitex's success depends, in large part, on its ability to attract, engage, retain and integrate qualified executives and other key employees throughout all areas of its business. Identifying, developing internally or hiring externally, training and retaining highly-skilled managerial, technical, sales and services, finance and marketing personnel are critical to Novitex's future. Competition for experienced and qualified employees can be intense. In order to attract and retain executives and other key employees in a competitive marketplace, Novitex must continue to be able to provide a competitive

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compensation package with an attractive mix of cash, benefits and incentive compensation. In addition, Novitex may be unable to attract and retain key personnel on acceptable terms given the competition among companies for experienced management personnel. Failure to successfully hire executives and key employees or the loss of any executives and key employees could have a significant impact on Novitex's operations.

Novitex may not be able to develop or implement new systems, procedures and controls that are required to support the continued growth in its operations.

        To manage its growth, Novitex must implement and maintain proper operational and financial controls and systems. Further, Novitex will need to manage its relationships with various clients and suppliers. Novitex cannot give any assurance that it will be able to develop and implement, on a timely basis, the systems, procedures and controls required to support the growth in Novitex's operations or effectively manage its relationships with various clients and suppliers. If Novitex is unable to manage its growth, its business, operating results and financial condition could be adversely affected.

Catastrophic events may disrupt Novitex's business.

        A natural disaster, telecommunications failure, power outage, cyber-attack, war, terrorist attack, or other catastrophic event could cause Novitex to suffer system interruptions, reputational harm, delays in solution development, breaches of data security and loss of critical data. An event of this nature could also prevent Novitex from fulfilling customer orders or maintaining certain service level requirements. While Novitex has developed certain disaster recovery plans and maintain backup systems to reduce the potentially adverse effect of these types of events, a catastrophic event that results in the destruction or disruption of both of Novitex's MegaCenters or its critical business or information technology systems could severely affect Novitex's ability to conduct normal business operations and, as a result, Novitex's business, operating results and financial condition could be adversely affected.

Damage to Novitex's facilities, including the MegaCenters, could impact Novitex's operations or financial condition.

        The performance of Novitex's services depends upon facilities that house central computer operations or operating centers or in which Novitex processes information, images, bills or statements. Significant damage to any of Novitex's operating facilities, including the MegaCenters, could interrupt the operations at those facilities and interfere with Novitex's ability to serve customers.

Risks Related to Quinpario and the Business Combination

Following the consummation of the Business Combination, the combined company's only significant asset will be ownership of 100% of Novitex and 100% of SourceHOV and such ownership may not be sufficient to pay dividends or make distributions or loans to enable the combined company to pay any dividends on Quinpario Common Stock or satisfy the combined company's other financial obligations.

        Following the consummation of the Business Combination, the combined company will have no direct operations and no significant assets other than the ownership of 100% of Novitex and 100% of SourceHOV. The combined company will depend on SourceHOV and Novitex for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company, and to pay any dividends with respect to Quinpario Common Stock. Legal and contractual restrictions in agreements governing the Debt Financing and future indebtedness of SourceHOV and Novitex, as well as the financial condition and operating requirements of SourceHOV and Novitex, may limit the combined company's ability to obtain cash from SourceHOV and Novitex. The earnings from, or other available assets of, SourceHOV and Novitex may not be

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sufficient to pay dividends or make distributions or loans to enable the combined company to pay any dividends on Quinpario Common Stock or satisfy its other financial obligations.

The combined company may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002 that will be applicable to it after the Business Combination.

        Neither Novitex nor SourceHOV is currently subject to Section 404 of the Sarbanes-Oxley Act of 2002. However, following the Business Combination, the combined company will be required to provide management's attestation on internal controls commencing with the its annual report for the year ending December 31, 2017. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act of 2002 are significantly more stringent than those required of either Novitex or SourceHOV as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to the combined company after the Business Combination. If the combined company is not able to implement the additional requirements of Section 404 in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of Quinpario Common Stock.

Subsequent to the consummation of the Business Combination, the combined company may be required to take writedowns or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

        Although Quinpario has conducted due diligence on SourceHOV and Novitex, Quinpario cannot assure you that this diligence revealed all material issues that may be present in Novitex's and SourceHOV's businesses, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Quinpario's and each of Novitex's and SourceHOV's control will not later arise. As a result, the combined company may be forced to later write down or write off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if Quinpario's due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with its preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on the combined company's liquidity, the fact that the combined company reports charges of this nature could contribute to negative market perceptions about the combined company or its securities. In addition, charges of this nature may cause the combined company to be unable to obtain future financing on favorable terms or at all.

The Founders have agreed to vote in favor of the Business Combination, regardless of how Quinpario's public stockholders vote.

        The Founders have agreed to vote any shares of Quinpario Common Stock owned by them in favor of the Business Combination Proposal. As of the date hereof, the Founders own shares of Quinpario Common Stock equal to approximately 30.3% of the issued and outstanding shares of Quinpario Common Stock. Accordingly, it is more likely that the necessary stockholder approval will be received for the Business Combination than would be the case if the Founders agreed to vote any shares of Quinpario Common Stock owned by them in accordance with the majority of the votes cast by Quinpario's public stockholders.

Quinpario will incur significant transaction and transition costs in connection with the Business Combination.

        Quinpario has and expects to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the

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consummation of the Business Combination. All expenses incurred in connection with the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs.

        Quinpario's transaction expenses as a result of the Business Combination are currently estimated to be approximately $90 million.

The unaudited pro forma condensed combined financial information included in this document may not be indicative of what our actual financial position or results of operations would have been.

        The unaudited pro forma condensed combined financial information in this proxy statement is presented for illustrative purposes only and is not necessarily indicative of what the combined company's actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section entitled "Unaudited Pro Forma Condensed Combined Financial Information" for more information.

The financial statements of Quinpario included in this proxy statement do not take into account the consequences to Quinpario of a failure to complete a business combination by July 24, 2017.

        The financial statements of Quinpario included in this proxy statement have been prepared assuming that it would continue as a going concern. Quinpario is required to complete the Business Combination by July 24, 2017, unless it further amends its certificate of incorporation to extend the life of the company and certain other agreements it has entered into. The possibility of the Business Combination not being consummated raises doubt as to Quinpario's ability to complete an initial business combination prior to July 24, 2017, the date on which the Company is required to liquidate.

Quinpario may waive one or more of the conditions to the Business Combination.

        Quinpario may agree to waive, in whole or in part, one or more of the conditions to its obligations to complete the Business Combination, to the extent permitted by its current certificate of incorporation and bylaws and applicable laws. For example, it is a condition to Quinpario's obligations to close the Business Combination that there be no breach of either Novitex's or SourceHOV's representations and warranties as of the closing date. However, if Quinpario's board of directors determines that any such breach is not material to the business of Novitex or SourceHOV, as applicable, then it may elect to waive that condition and close the Business Combination. In deciding to waive one or more conditions to the Business Combination, Quinpario's directors have interests in and arising from the Business Combination that are different from or in addition to (and which may conflict with) the interests of the public stockholders. See "—The Sponsor and Quinpario's directors and officers have interests which may be different from or in addition to (and which may conflict with) the interests of the public stockholders." Quinpario is not able to waive the condition that its stockholders approve the Business Combination and the Business Combination will not be consummated if it causes Quinpario to have net tangible assets of less than $5,000,001.

If Quinpario is unable to complete an initial business combination, its public stockholders may receive only approximately $10.00 per share on the liquidation of the Trust Account (or less than $10.00 per share in certain circumstances where a third party brings a claim against Quinpario that Quinpario Partners and Jeffry N. Quinn are unable to indemnify), and its warrants will expire worthless.

        If Quinpario is unable to complete an initial business combination, its public stockholders may receive only approximately $10.00 per share on the liquidation of the Trust Account (or less than $10.00 per share in certain circumstances where a third party brings a claim against Quinpario that

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Quinpario Partners and Jeffry N. Quinn, our former Chairman, each an affiliate of the Sponsor, are unable to indemnify (as described below)), and its warrants will expire worthless.

The HGM Group will have significant influence over the combined company after completion of the Business Combination.

        Upon completion of the Business Combination, the HGM Group will beneficially own approximately 55.9% of Quinpario Common Stock. As long as the HGM Group owns or controls a significant percentage of outstanding voting power, it will have the ability to strongly influence all corporate actions requiring stockholder approval, including the election and removal of directors and the size of our board of directors, any amendment of our certificate of incorporation or bylaws, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets. In addition, pursuant to the terms of the Director Nomination Agreement, the HGM Group (as well as Novitex Parent) will have certain nomination rights with respect to the combined company's board of directors and consent rights over certain corporate actions of the combined company. See "Proposal No. 1—Approval of the Business Combination—The Director Nomination Agreements."

        Additionally, the HGM Group's interests may not align with the interests of the combined company's other stockholders. The HGM Group is in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with the combined company. The HGM Group may also pursue acquisition opportunities that may be complementary to the combined company's business, and, as a result, those acquisition opportunities may not be available to the combined company. In addition, upon approval of the Corporate Opportunity Proposal, the combined company's certificate of incorporation will provide that it renounces any interest or expectancy in the business opportunities of the HGM Group and it shall not have any obligation to offer the combined company those opportunities unless presented to one of the combined company's directors or officers in his or her capacity as a director or officer. See the section entitled "Proposal No. 6—Approval of Amendments to the Current Certificate of Incorporation to Provide that Certain Transactions are not 'Corporate Opportunities'" for additional information.

If third parties bring claims against Quinpario, the proceeds held in our Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.

        Quinpario's placing of funds in the Trust Account may not protect those funds from third-party claims against Quinpario. Although Quinpario will seek to have all vendors, service providers (other than its independent auditors), prospective target businesses or other entities with which it does business execute agreements with it waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of its public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Quinpario's assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Quinpario's management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party's engagement would be significantly more beneficial to Quinpario than any alternative.

        Examples of possible instances where Quinpario may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may

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have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Quinpario and will not seek recourse against the Trust Account for any reason. Upon redemption of the public shares, if we are unable to complete the Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with the Business Combination, Quinpario will be required to provide for payment of claims of creditors that were not waived that may be brought against it within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors. Quinpario Partners and Jeffry N. Quinn have agreed that they will be liable to Quinpario if and to the extent any claims by a vendor for services rendered or products sold to it, or a prospective target business with which Quinpario has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes and for working capital, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Quinpario's indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Quinpario Partners and Jeffry N. Quinn will not be responsible to the extent of any liability for such third-party claims. Quinpario has not independently verified whether Quinpario Partners and Jeffry N. Quinn have sufficient funds to satisfy the indemnity obligations as we have not required them to retain any assets to provide for their indemnification obligations, nor have we taken any further steps to ensure that they will be able to satisfy any indemnification obligations that arise.

If, after Quinpario distributes the proceeds in the Trust Account to the public stockholders, Quinpario files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of Quinpario's board of directors may be viewed as having breached their fiduciary duties to its creditors, thereby exposing the members of Quinpario's board of directors and Quinpario to claims of punitive damages.

        If, after Quinpario distributes the proceeds in the Trust Account to the public stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover all amounts received by the public stockholders. In addition, Quinpario's board of directors may be viewed as having breached its fiduciary duty to Quinpario's creditors and/or having acted in bad faith, thereby exposing itself and Quinpario to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in the Trust Account to the public stockholders, Quinpario files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of the public stockholders and the per-share amount that would otherwise be received by the public stockholders in connection with Quinpario's liquidation may be reduced.

        If, before distributing the proceeds in the Trust Account to the public stockholders, Quinpario files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Quinpario's bankruptcy estate and subject to the claims of third parties with priority over the claims of the public stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by the public stockholders in connection with Quinpario's liquidation may be reduced.

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Even if Quinpario consummates the Business Combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless and the terms of the warrants may be amended.

        The exercise price for the warrants is $5.75 per half share of Quinpario Common Stock. There is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

        In addition, the warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Quinpario. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, Quinpario may amend the terms of the warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although Quinpario's ability to amend the terms of the warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of Quinpario Common Stock purchasable upon exercise of a warrant.

The Sponsor and Quinpario's directors and officers have interests which may be different from or in addition to (and which may conflict with) the interests of the public stockholders.

        The Sponsor and Quinpario's directors and officers and their respective affiliates and associates have interests in and arising from the Business Combination that are different from or in addition to (and which may conflict with) the interests of the public stockholders, which may result in a conflict of interest. These interests include:

    the fact that the Founders have agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

    the fact that the Sponsor paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination, so that if unrestricted and freely tradable these shares would be valued at approximately $50.0 million to $71.1 million (valued at $10.00 per share and after giving effect to the cancellation of approximately 1,637,500 to 3,750,000 Founder Shares pursuant to the formula set forth in the Forfeiture Agreement) even though, given the restrictions on such shares, we believe such shares have less value;

    the fact that the Founders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if Quinpario fails to complete an initial business combination by July 24, 2017;

    the fact that the Sponsor paid an aggregate of $9,000,000 for its 18,000,000 Private Placement Warrants to purchase shares of Quinpario Common Stock and that such Private Placement Warrants either (i) will be cancelled upon the consummation of the Business Combination pursuant to the Forfeiture Agreement or (ii) will expire worthless if a business combination is not consummated by July 24, 2017;

    the continued right of the Sponsor to hold Quinpario Common Stock;

    the fact that, at the option of the Sponsor, any amounts outstanding under any loan made by the Sponsor or an affiliate of the Sponsor to the Company in an aggregate amount up to $1,500,000, may be converted into warrants to purchase Quinpario Common Stock of the combined company;

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    if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, Quinpario Partners and Jeffry N. Quinn, our former Chairman, each an affiliate of the Sponsor, have agreed to indemnify Quinpario to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Quinpario has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Quinpario, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

    the continued indemnification of Quinpario's existing directors and officers and the continuation of our directors' and officers' liability insurance after the Business Combination;

    the fact that the Sponsor, and Quinpario's officers and directors will lose their entire investment in us and will not be reimbursed for any further out-of-pocket expenses if an initial business combination is not consummated by July 24, 2017; and

    that, at the closing of the Business Combination Quinpario will enter into the Registration Rights Agreement with the Restricted Stockholders, which provides for registration rights to Restricted Stockholders and their permitted transferees.

The Sponsor and Quinpario's directors and officers have a conflict of interest in determining to pursue the Business Combination, since they will not be eligible to be reimbursed for additional out-of-pocket expenses if the Business Combination is not completed.

        At the closing of a business combination (including the Business Combination), the Sponsor and Quinpario's directors and officers and their respective affiliates and associates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. These financial interests of the Sponsor and Quinpario's directors and officers may influence their motivation in identifying and selecting a target business combination and completing an initial business combination.

A market for Quinpario's securities may not continue, which would adversely affect the liquidity and price of its securities.

        Following the Business Combination, the price of Quinpario's securities may fluctuate significantly due to the market's reaction to the Business Combination and general market and economic conditions. An active trading market for Quinpario's securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of Quinpario's securities after the Business Combination can vary due to general economic conditions and forecasts, the combined company's general business condition and the release of its financial reports. Additionally, if Quinpario's securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of its securities may be more limited than if they were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

Quinpario may not be able to comply with the continued listing standards of Nasdaq.

        Quinpario Common Stock, and Quinpario's units and warrants are currently listed on Nasdaq. Our continued eligibility for listing may depend on the number of Quinpario's shares that are redeemed. If, after the Business Combination, Nasdaq delists Quinpario Common Stock from trading on its exchange

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for failure to meet the listing standards, the combined company and its stockholders could face significant material adverse consequences including:

    a limited availability of market quotations for the combined company's securities;

    a determination that Quinpario Common Stock is a "penny stock" which will require brokers trading in Quinpario Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for Quinpario Common Stock;

    a limited amount of analyst coverage; and

    a decreased ability to issue additional securities or obtain additional financing in the future.

Quinpario is not required to obtain and has not obtained an opinion from an independent investment banking or accounting firm, and no independent source has opined that the price Quinpario is paying for SourceHOV and Novitex is fair to Quinpario from a financial point of view.

        Quinpario is not required to obtain an opinion from an independent investment banking or accounting firm that the price it is paying to acquire SourceHOV and Novitex is fair to Quinpario from a financial point of view. In addition, the Sponsor does not have experience in acquiring companies in the management services industry. Quinpario's board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination with SourceHOV and Novitex. In analyzing the Business Combination, Quinpario's board of directors and management conducted due diligence on SourceHOV and Novitex and researched the industry in which each of SourceHOV and Novitex operates and concluded that the Business Combination was in the best interest of Quinpario's stockholders. Accordingly, investors will be relying solely on the judgment of Quinpario's board of directors in valuing each of Novitex's and SourceHOV's business, and Quinpario's board of directors may not have properly valued such businesses. The lack of a third-party valuation or fairness opinion may also lead an increased number of public stockholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact Quinpario's ability to consummate the Business Combination. For more information about Quinpario's decision-making process, see the section entitled "Proposal No. 1—Approval of the Business Combination—Quinpario's Board of Directors' Reasons for the Approval of the Business Combination."

If the Business Combination's benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of Quinpario's securities may decline.

        If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Quinpario's securities prior to the closing of the Business Combination may decline. The market value of Quinpario's securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement, or the date on which the public stockholders vote on the Business Combination.

        In addition, following the Business Combination, fluctuations in the price of Quinpario's securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Novitex's or SourceHOV's stock and trading in the shares of Quinpario Common Stock has not been active. Accordingly, the valuation ascribed to Novitex's, SourceHOV's and Quinpario's common stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for the combined company's securities develops and continues, the trading price of the combined company's securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond the combined company's control. Any of the factors listed below could have a material adverse effect on your investment in Quinpario's

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securities and Quinpario's securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of Quinpario's securities may not recover and may experience a further decline.

        Factors affecting the trading price of the combined company's securities following the Business Combination may include:

    actual or anticipated fluctuations in its quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

    changes in the market's expectations about its operating results;

    success of competitors;

    its operating results failing to meet the expectation of securities analysts or investors in a particular period;

    changes in financial estimates and recommendations by securities analysts concerning the combined company or the market in general;

    operating and stock price performance of other companies that investors deem comparable to the combined company;

    its ability to market new and enhanced products on a timely basis;

    changes in laws and regulations affecting its business;

    commencement of, or involvement in, litigation involving the combined company;

    changes in the combined company's capital structure, such as future issuances of securities or the incurrence of additional debt;

    the volume of shares of Quinpario Common Stock available for public sale;

    any major change in the combined company's board of directors or management;

    sales of substantial amounts of Quinpario Common Stock by the combined company's directors, officers or significant stockholders or the perception that such sales could occur; and

    general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

        Broad market and industry factors may materially harm the market price of the combined company's securities irrespective of its operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of the combined company's securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the combined company could depress its stock price regardless of its business, prospects, financial conditions or results of operations. A decline in the market price of the combined company's securities also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future.

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Following the Business Combination, if securities or industry analysts do not publish or cease publishing research or reports about the combined company, its business, or its market, or if they change their recommendations regarding Quinpario Common Stock adversely, the price and trading volume of Quinpario Common Stock could decline.

        The trading market for Quinpario Common Stock will be influenced by the research and reports that industry or securities analysts may publish about the combined company, its business, its market, or its competitors. Securities and industry analysts do not currently publish research on Quinpario, and may never publish research on the combined company. If no securities or industry analysts commence coverage of the combined company, its stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover the combined company change their recommendation regarding its stock adversely, or provide more favorable relative recommendations about its competitors, the price of Quinpario Common Stock would likely decline. If any analyst who may cover the combined company were to cease coverage of the combined company or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause the combined company's stock price or trading volume to decline.

Quinpario has not registered the shares of Quinpario Common Stock issuable upon exercise of the warrants under the Securities Act or states securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing such warrants to expire worthless.

        Quinpario has not registered the public shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, Quinpario has agreed, as soon as practicable, but in no event later than the closing of an initial business combination, to use best efforts to file a post-effective amendment to Quinpario's registration statement on Form S-1 (No. 333-198988), or a new registration statement, under the Securities Act covering such shares and to cause such registration statement to be effective within 90 days of an initial business combination, and to maintain a current prospectus relating to the shares issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. It is not certain that it will be possible to register the Quinpario Common Stock if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. Beginning on the 91st day after the closing of the initial business combination, if the shares issuable upon exercise of the warrants are not registered, or Quinpario has failed to maintain the effectiveness of such registration statement under the Securities Act, Quinpario would be required to permit holders to exercise their warrants on a cashless basis. However, no public warrant will be exercisable for cash, and Quinpario will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. In no event will Quinpario be required to net cash settle any warrant. If the shares issuable upon exercise of the warrants are not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the warrants may be deprived of any value, the market for the warrants may be limited and they may expire worthless if they cannot be sold. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Quinpario Common Stock included in the units.

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A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of Quinpario Common Stock to drop significantly, even if the combined company's business is doing well.

        Sales of a substantial number of shares of Quinpario Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Quinpario Common Stock. After the Business Combination, the Founders will hold approximately 3.9% of the capital stock of the combined company. While the registration rights agreement restricts holders of Quinpario Common Stock from transferring any of such holder's Quinpario Common Stock until six months following the date of the consummation of the Business Combination without the Sponsor's prior written consent (except in certain circumstances), these shares may be sold after the expiration of the lock-up. In addition, 20% of Quinpario Common Stock held by the Founders after giving effect to the Forfeiture Agreement are exempt from the lock-up period and may be sold immediately upon consummation of the Business Combination. Quinpario intends to file a registration statement prior to the closing of the Business Combination to provide for the resale of such shares from time to time. No later than 45 days following the Business Combination, the combined company is also required to file a registration statement relating to the resale of all shares of Quinpario Common Stock held by the parties to a registration rights agreement to be entered into in connection with the closing of the Business Combination. As restrictions on resale end, the market price of Quinpario Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them. See the section entitled "Proposal No. 1—Approval of the Business Combination—The Registration Rights Agreement" for additional information.

Warrants will become exercisable for Quinpario Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to the public stockholders.

        Quinpario issued 35,000,000 warrants to purchase shares of Quinpario Common Stock as part of the IPO and simultaneously with the commencement of the IPO on January 22, 2015, Quinpario also issued an aggregate of 18,000,000 private placement warrants to the Sponsor, each warrant exercisable to purchase one-half of one share of Quinpario Common Stock at $5.75 per half share. In addition, prior to consummating an initial business combination, nothing prevents Quinpario from issuing additional securities in a private placement so long as it does not issue any securities which participate in or are otherwise entitled in any manner to any of the proceeds in the Trust Account. To the extent such warrants are exercised, additional shares of Quinpario Common Stock will be issued, which will result in dilution to the then existing holders of Quinpario Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of Quinpario Common Stock.

        The Private Placement Warrants are identical to the warrants sold as part of the units issued in the IPO except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by Quinpario and (ii) they may, at the holder's option, be exercised by the holders on a cashless basis. The Sponsor also agreed not to transfer, assign or sell the Private Placement Warrants or the Quinpario Common Stock issuable upon exercise of such warrants (subject to certain exceptions) until 30 days after the completion of an initial business combination. Under the Forfeiture Agreement, the Founders have agreed to cancel the aggregate 18,000,000 Private Placement Warrants held by them upon the consummation of the Business Combination.

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The public stockholders may experience dilution as a consequence of, among other transactions, the issuance of Quinpario Common Stock in connection with the PIPE Investment. Having a minority share position may reduce the influence that our current stockholders have on the management of the combined company.

        It is anticipated that, upon completion of the Business Combination: (i) the HGM Group will own approximately 55.9% of the combined company; (ii) Novitex Parent will own approximately 21.2% of the combined company; (iii) the Company's public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 13.9% in the combined company; (iv) the PIPE Investors will own approximately 5.1% of the combined company (such that public stockholders, including PIPE Investors, will own approximately 19.1% of the combined company); and (v) the Founders will own approximately 3.9% of the combined company, after giving effect to the cancellation of an estimated 3,137,500 Founder Shares pursuant to the Forfeiture Agreement. These levels of ownership interest (a) assume that no shares are elected to be redeemed and that Quinpario has sold exactly 7,400,000 shares of Quinpario Common Stock, for approximately $74.0 million of gross proceeds, in the PIPE Investment; (b) are based upon certain estimates of Quinpario's management with respect to the number of shares of Quinpario Common Stock to be forfeited pursuant to the formula in the Forfeiture Agreement; and (c) do not take into account public warrants to purchase Quinpario Common Stock that will remain outstanding immediately following the Business Combination or the issuance of any shares upon completion of the Business Combination under the 2017 Stock Incentive Plan, a copy of which is attached to this proxy statement as Annex     . Under the Forfeiture Agreement, the Founders have agreed to cancel the aggregate 18,000,000 Private Placement Warrants held by them upon the consummation of the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the Company's existing stockholders in the combined company will be different. Please see the section entitled "Unaudited Pro Forma Condensed Combined Financial Information" for further information. To the extent that any additional shares of Quinpario Common Stock are issued (a) in the PIPE Investment, (b) upon the exercise of public warrants or (c) pursuant to the 2017 Stock Incentive Plan, current stockholders may experience substantial dilution. Such dilution could, among other things, limit the ability of the current stockholders to influence management of the combined company through the election of directors following the Business Combination.

Quinpario may redeem the unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.

        Quinpario has the ability to redeem, in whole and not in part, the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that (i) there is provided 30 days' prior written notice of redemption, (ii) the last reported sales price of Quinpario Common Stock equals or exceeds $24.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date Quinpario sends the notice of redemption to the warrant holders and (iii) there is a current registration statement in effect with respect to the shares of common stock underlying such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption.. Redemption of the outstanding warrants could force holders (i) to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell the warrants at the then-current market price when holders might otherwise wish to continue to hold their warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants. None of the Private Placement Warrants will be redeemable by Quinpario so long as they are held by their initial purchasers or their permitted transferees.

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Anti-takeover provisions contained in Quinpario's certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

        Quinpario's current certificate of incorporation and bylaws contain, and if the Certificate Proposals are approved, will continue to contain, provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. Quinpario is also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for Quinpario's securities. These provisions include:

    a staggered board of directors providing for three classes of directors, which limits the ability of a stockholder or group to gain control of Quinpario's board of directors;

    no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

    the right of Quinpario's board of directors to elect a director to fill any newly created directorship on the board of directors that results from an increase in the number of directors and any vacancy occurring in the board of directors, which prevents stockholders from being able to fill vacancies on Quinpario's board of directors;

    the ability of Quinpario's board of directors to determine whether to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

    the requirement that a meeting of stockholders may only be called by a majority of the entire board of directors, the president, the chairman, or by the secretary at the request in writing of stockholders owning a majority in amount of the entire capital stock of Quinpario issued and outstanding and entitled to vote, which may delay the ability of the public stockholders to force consideration of a proposal or to take action, including the removal of directors;

    providing that directors may be removed prior to the expiration of their terms by stockholders only for cause and upon the affirmative vote of a majority of the voting power of all outstanding shares of Quinpario Common Stock;

    a requirement that changes or amendments to the certificate of incorporation or the bylaws that adversely affect the rights of a Seller under the Director Nomination Agreements or has a disproportionate impact on the interests of such Seller must be approved by such Seller; and

    advance notice procedures that public stockholders must comply with in order to nominate candidates to Quinpario's board of directors or to propose matters to be acted upon at a stockholders' meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of Quinpario.

Activities taken by affiliates of Quinpario to purchase, directly or indirectly, public shares of Quinpario Common Stock will increase the likelihood of approval of the Business Combination Proposal and other proposals and may affect the market price of Quinpario's securities.

        The Sponsor, Quinpario's directors, officers and advisors or their respective affiliates may purchase shares of Quinpario Common Stock in privately negotiated transactions either prior to or following the consummation of the Business Combination. None of the Sponsor, Quinpario's directors, officers and advisors or their respective affiliates will make any such purchases when such parties are in possession of any material non-public information not disclosed to the seller or during a restricted period under

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Regulation M under the Exchange Act. Although none of the Sponsor, Quinpario's directors, officers and advisors or their respective affiliates currently anticipate paying any premium purchase price for such public shares, in the event such parties do, the payment of a premium may not be in the best interest of those stockholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by the Sponsor, Quinpario's directors, officers and advisors or their respective affiliates, or the price such parties may pay.

        If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals and would likely increase the chances that such proposals would be approved. If the market does not view the Business Combination positively, purchases of public shares may have the effect of counteracting the market's view, which would otherwise be reflected in a decline in the market price of Quinpario's securities. In addition, the termination of the support provided by these purchases may materially adversely affect the market price of Quinpario's securities.

        As of the date of this proxy statement, no agreements with respect to the private purchase of public shares by Quinpario or the persons described above have been entered into with any such investor or holder. We will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other proposals.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect Quinpario's business, investments and results of operations.

        Quinpario is subject to laws, regulations and rules enacted by national, regional and local governments and Nasdaq. In particular, Quinpario is required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations and rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on Quinpario's business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations and rules, as interpreted and applied, could have a material adverse effect on Quinpario's business and results of operations.

The combined company may increase the range of solutions that it provides to its clients and its business and future prospects are difficult to evaluate.

        As part of its growth strategy, SourceHOV and Novitex each seek to enhance and update its respective service offerings on a continuing basis. In addition, each of SourceHOV and Novitex is exploring providing solutions outside the scope of its current service offerings. Should either decide to expand its service offerings, its results of operations may be negatively affected during any transition or growth period before such offerings achieve profitability or sufficient expertise in such offering. For example, it may need to expand its training of its existing employees or recruit new, specially-trained employees to provide these services, which could increase its costs of revenues disproportionately to the revenues generated by such services. Other challenges it may face include the diversion of its management's attention, attracting and retaining clients for such services, integrating any new services into its current suite of services and platforms and managing any resulting growth in its operations.

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The combined company may be subject to a variety of additional risks that may negatively impact our operations because SourceHOV has operations and opportunities outside of the United States.

        If Quinpario effects the Business Combination with SourceHOV, which has operations and opportunities outside of the United States, the combined company may be subject to special considerations and risks associated with companies operating in an international setting, including any of the following:

    costs and difficulties inherent in managing cross-border business operations;

    rules and regulations regarding currency redemption;

    complex corporate withholding taxes on individuals;

    tariffs and trade barriers;

    longer payment cycles;

    tax issues, such as tax law changes and variations in tax laws as compared to the United States;

    currency fluctuations and exchange controls;

    rates of inflation;

    challenges in collecting accounts receivable;

    cultural and language differences;

    employment regulations;

    crime, strikes, riots, civil disturbances, terrorist attacks and wars; and

    deterioration of political relations with the United States.

        The combined company may not be able to adequately address these additional risks. If it is unable to do so, its operations might suffer, which may adversely impact its results of operations and financial condition.

Risks Related to the Redemption

Pursuant to the Business Combination Agreement, Quinpario may not be able to consummate the Business Combination in the event redemptions exceed approximately $184.0 million.

        Quinpario's current certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event will Quinpario consummate an initial business combination if such transaction would cause its net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC's "penny stock" rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. As a result, Quinpario may be able to complete the Business Combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to the Sponsor, Quinpario's directors, officers and advisors or their respective affiliates.

If you or a "group" of stockholders of which you are a part are deemed to hold an aggregate of more than 15% of the Quinpario Common Stock issued in the IPO, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the Quinpario Common Stock issued in the IPO.

        Our current certificate of incorporation provides that a public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a "group" (as

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defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group's shares, in excess of 15% of the shares of Quinpario Common Stock included in the units sold in the IPO. We refer to such shares in excess of an aggregation of 15% or more of the shares sold in the IPO as "Unredeemable Shares." In order to determine whether a stockholder is acting in concert or as a group with another stockholder, Quinpario will require each public stockholder seeking to exercise redemption rights to certify to Quinpario whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to Quinpario at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which Quinpario makes the above-referenced determination. Your inability to redeem any Unredeemable Shares will reduce your influence over Quinpario's ability to consummate the Business Combination and you could suffer a material loss on your investment in Quinpario if you sell Unredeemable Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Unredeemable Shares if Quinpario consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 15.0% of the shares sold in the IPO and, in order to dispose of such shares, would be required to sell your Quinpario Common Stock in open market transactions, potentially at a loss. Notwithstanding the foregoing, stockholders may challenge Quinpario's determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

There is no guarantee that a stockholder's decision whether to redeem their shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

        Quinpario can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the share price of Quinpario Common Stock, and may result in a lower value realized now than a stockholder of Quinpario might realize in the future had the stockholder redeemed their shares. Similarly, if a stockholder does not redeem their shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement. A stockholder should consult the stockholder's tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If Quinpario's stockholders fail to comply with the redemption requirements specified in this proxy statement, they will not be entitled to redeem their shares of Quinpario Common Stock for a pro rata portion of the funds held in the Trust Account.

        In order to exercise their redemption rights, Quinpario's public stockholders are required to (a) affirmatively vote their shares of Quinpario Common Stock for or against the Business Combination Proposal and (b) submit a request in writing and deliver their stock (either physically or electronically) to the Transfer Agent at least two (2) business days prior to the Annual Meeting. Stockholders electing to redeem their shares will receive their pro rata portion of the Trust Account less franchise and income taxes payable, calculated as of two (2) business days prior to the anticipated consummation of the Business Combination. See the section entitled "2017 Annual Meeting of Quinpario Stockholders—Redemption Rights" for additional information on how to exercise your redemption rights.

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Stockholders of Quinpario who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline.

        Public stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things as fully described in the section entitled "2017 Annual Meeting of Quinpario Stockholders—Redemption Rights," tender their certificates to the Transfer Agent or deliver their shares to the Transfer Agent electronically through the DTC prior to              . In order to obtain a physical stock certificate, a stockholder's broker and/or clearing broker, DTC and the Transfer Agent will need to act to facilitate this request. It is Quinpario's understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, because Quinpario does not have any control over this process or over the brokers, which we refer to as "DTC," it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X. The following unaudited pro forma condensed combined financial information presents the pro forma effects of the following transactions:

    The reverse acquisition between SourceHOV and Quinpario;

    The acquisition of Novitex;

    The issuance of Quinpario Common Stock in the private issuance of public equity ("PIPE Investment"); and

    The Debt Financing and extinguishment of existing debt ("Refinancing")

        Quinpario ("the Company") was formed on July 15, 2014, and completed its initial public offering in January 2015 raising approximately $350,000,000. On January 19, 2017, Quinpario held a special meeting of its stockholders to vote on an amendment to Quinpario's amended and restated certificate of incorporation to extend the date by which Quinpario must consummate its initial business combination to July 24, 2017 (the "Extension Amendment"). At the meeting, Quinpario's stockholders approved the Extension Amendment, which extended the date by which Quinpario had to consummate an initial business combination to July 24, 2017. In connection with the extension, holders of 14,901,399 shares of Quinpario Common Stock exercised their right to convert such shares into a pro rata portion of the Trust Account as of January 19, 2017. As a result, following such redemptions, $201,543,292 remained in the Trust Account. As a special purpose acquisition company ("SPAC"), the Company's purpose entails efforts to acquire one or more businesses through a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Effective February 21, 2017, Quinpario, SourceHOV, and Novitex ("Companies"), entered into an agreement pursuant to which Quinpario intends to issue shares in exchange for the equity and/or assets of the two aforementioned entities (the "Business Combination").

        The following describes the two operating entities:

    SourceHOV is a global TPS and EIM leader, providing services and solutions for high-volume, mission-critical processes to over 3,000 customers and operates approximately 120 delivery centers across the Americas, Europe, and Asia, offering scalable technology platforms, hosted on premise and / or in a cloud hosting and computing environment, to a wide range of industries including financial services, healthcare, public sector, insurance, and legal.

    Novitex is a technology-based, managed services provider that offers a range of mail, print, communications and back office solutions. With a suite of offerings, Novitex manages and connects a document's full life cycle, breaking down operational silos to create more efficient, cost-effective workflows.

        The Business Combination will be accounted for as a reverse merger for which SourceHOV has been determined to be the accounting acquirer based on the following predominate factors:

    SourceHOV will have the largest portion of voting rights in the newly formed entity;

    The largest minority shareholder of the combined entity is a current SourceHOV shareholder;

    The Board will have more individuals coming from SourceHOV than either the Company or Novitex; and

    SourceHOV is the largest entity by revenue and by assets.

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        Other factors were considered but they were either indeterminate currently, for instance management composition, or would not change the preponderance of factors indicating that SourceHOV was the accounting acquirer.

        Since SourceHOV is determined to be the accounting acquirer in the reverse merger with Quinpario, the accounting for the merger will be similar to that of a capital infusion as the only pre-combination asset of the Company is cash held in the Trust Account. The assets and liabilities of the Company will be carried at historical cost and SourceHOV will not record any step-up in basis or any intangible assets or goodwill as a result of the merger with Quinpario. The acquisition of Novitex will be treated as a business combination under ASC 805 and will be accounted for using the acquisition method. SourceHOV will record the fair value of assets and liabilities acquired from Novitex.

        Pursuant to the Business Combination agreement, Quinpario shall acquire SourceHOV in exchange for 80,600,000 shares of common stock priced at $10.00 per share and Novitex in exchange for 30,600,000 shares of common stock priced at $10.00 per share.

        Quinpario has not defined a maximum redemption threshold, however in no event will the Company redeem public shares in an amount that would cause net tangible assets to be less than $5,000,001 (such that the Company is not subject to the SEC's "penny stock" rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. However, the Business Combination Agreement stipulates that the acquired funds to consummate the merger must be no less than $275 million in cash.

        The presentation below assumes that no additional Quinpario stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the trust account; and assumes that Quinpario does not issue any additional shares of capital stock (this represents the minimum redemption). The pro forma financial information presented below regarding the total funds contributed by the Company to be $275 million, has been determined to be the most likely cash contribution at the close of the Business Combination. This is the only scenario reflected as the Business Combination Agreement mandates that the acquired funds to consummate the merger must be no less than $275 million in cash (in the event redemptions are made, the shortfall of cash required to consummate the Business Combination will be raised via the PIPE Investment, ensuring that the total cash on hand equals $275 million. (In a maximum redemption scenario this would result in Quinpario shareholders owning 1.7 million shares and the PIPE Investment shareholders owning 25.8 million shares). The Company will issue approximately 7.4 million shares through the PIPE Investment which is anticipated to raise approximately $74.0 million, excluding transaction costs that will be paid separately.

        The following summarizes the merger consideration issuable in the Business Combination and Quinpario's common stock ownership subsequent to the Business Combination:

Merger Consideration
  Amounts   %  

Share consideration—SourceHOV

  $ 806,000,000     72 %

Share consideration—Novitex

    306,000,000     28 %

Total Merger Consideration

  $ 1,112,000,000     100 %

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  Amounts   %  

Closing merger shares—issuable to SourceHOV equity holders

    80,600,000     56 %

Closing merger shares—issuable to Novitex equity holders

    30,600,000     21 %

Closing total merger Shares—issuable to SourceHOV and Novitex equity holders

    111,200,000        

Founder Shares

    8,750,000        

Less Founders Shares forfeited

    (3,137,500 )      

Net Founders Shares

    5,612,500     4 %

Shares held by current Quinpario shareholders

    20,098,601     14 %

Total Quinpario shares

    25,711,101        

Shares prior to PIPE Investment

    136,911,101        

PIPE Investors Shares

    7,401,399     5 %

Total shares

    144,312,500     100 %

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Quinpario Acquisition Corp 2
Unaudited Pro Forma Condensed Combined Balance Sheet
as of December 31, 2016
(in thousands)

 
  As of December 31, 2016    
   
   
   
   
   
   
   
   
   
  As of December 31, 2016  
 
   
  Quinpario
Acquisition
Corp. 2
(Historical)
   
   
   
   
   
   
   
   
   
   
   
 
 
  SourceHOV
(Historical)
  Novitex
(Historical)
  Adjustments
to Trust
Account
   
  Reclassifications
(R)
  Combined   Pro Forma
Adjustments*
   
  PIPE
Investment
   
  Refinancing    
  Combined Pro
Forma
 

ASSETS

                                                                             

Current assets:

                                                                             

Cash and equivalents

  $ 8,361   $ 120   $ 37,229   $ 604   T(A)   $   $ 46,386     200,986   PR(A)   $ 74,014   PI(A)   $ 1,304,938   RF(A)   $ 76,977  

                    $ 72   T(B)                 (12,250 ) PR(B)             $ (1,077,386 ) RF(B)        

                                            (7,748 ) PR(C)             $ (424,275 ) RF(C)        

                                            (27,688 ) PR(D)                            

Restricted Cash

    25,892                           25,892                                 25,892  

Accounts receivable, net of allowances

    138,421         87,143                   225,564                                 225,564  

Deferred income tax assets

                                                               

Inventories, net

    11,195                       1,447     12,642                                 12,642  

Prepaid expenses and other current assets

    12,202         18,958               (1,447 )   29,713     (510 ) PR(M)                         29,203  

Total current assets

    196,071     120     143,330     676             340,197     152,790         74,014         (196,723 )       370,278  

Property and equipment, net

    81,600         65,456                   147,056                                 147,056  

Intangible assets, net

    298,739         118,664                   417,403     298,686   PR(E)                         716,089  

Goodwill

    373,291         144,830                   518,121     (299,526 ) PR(E)                         738,106  

                                            107,132   PR(F)                            

                                            86,723   PR(G)                            

                                            306,000   PR(H)                            

                                            7,748   PR(C)                            

                                            11,398   PR(I)                            

                                            510   PR(M)                            

Cash and investments held in Trust Account

        351,088         (149,426 ) T(C)         200,986     (200,986 ) PR(A)                          

                      (604 ) T(A)                                                  

                      (72 ) T(B)