REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2006 • Rand Acquisition Corp. II • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ________, 2006, by and among Rand Acquisition Corp. II, a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between HYDE PARK ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: ___________, 2007Underwriting Agreement • February 28th, 2007 • Hyde Park Acquisition CORP • Blank checks • New York
The undersigned, Hyde Park Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “you,” “EBC” or the “Representative”) and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • February 9th, 2007 • Rand Acquisition Corp. II • Blank checks • New York
Agreement made as of __________, 2007 between Hyde Park Acquisition Corp., a Delaware corporation, with offices at 461 Fifth Avenue, 25th Floor, New York, New York 10017 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • November 6th, 2006 • Rand Acquisition Corp. II • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY RAND ACQUISITION CORP. II (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR _____________, 2007. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ___________, 2011.
CREDIT AGREEMENT Dated as of November 24, 2010 by and among CC BIDDING CORP. (which will change its name to Coast Crane Company following the Closing Date), as the Borrower, CC ACQUISITION HOLDING CORP., as Guarantor THE OTHER PERSONS PARTY HERETO...Credit Agreement • March 16th, 2011 • Essex Rental Corp. • Services-miscellaneous equipment rental & leasing • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of November 24, 2010, by and among CC Bidding Corp., a Delaware corporation (which will change its name to Coast Crane Company following the Closing Date) (the “Borrower”), CC Acquisition Holding Corp., a Delaware corporation (“Holdings”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swingline Lender), and such Lenders.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 9th, 2007 • Rand Acquisition Corp. II • Blank checks • New York
This Agreement is made as of _____________, 2007 by and between Hyde Park Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • November 6th, 2006 • Rand Acquisition Corp. II • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT by and among WELLS FARGO CAPITAL FINANCE, LLC, as Administrative Agent, WELLS FARGO CAPITAL FINANCE, LLC, as Sole Lead Arranger and Sole Bookrunner, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, ESSEX...Credit Agreement • March 18th, 2013 • Essex Rental Corp. • Services-miscellaneous equipment rental & leasing • Illinois
EMPLOYMENT AGREEMENTEmployment Agreement • October 13th, 2015 • Essex Rental Corp. • Services-miscellaneous equipment rental & leasing • New York
AGREEMENT, dated as of the 8th day of October, 2015, by and among Essex Rental Corp., a Delaware corporation ("Parent" and collectively with ECRC and Coast, the “Company”), Essex Crane Rental Corp., a Delaware corporation (“ECRC”), Coast Crane Company, a Delaware corporation (“Coast”) and Nicholas Matthews (“Employee”).
RAND ACQUISITION CORP. IIWarrant Agreement • November 6th, 2006 • Rand Acquisition Corp. II
is the registered holder of a Warrant or Warrants expiring ________, 2010 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of Rand Acquisition Corp. II, a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) ______________, 2007, such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Company shall not be obligated to del
LOCK-UP AGREEMENTLock-Up Agreement • November 6th, 2008 • Hyde Park Acquisition CORP • Services-miscellaneous equipment rental & leasing • New York
FIFTH FORBEARANCE AGREEMENTForbearance Agreement • March 22nd, 2016 • Essex Rental Corp. • Services-miscellaneous equipment rental & leasing • Illinois
This FIFTH FORBEARANCE AGREEMENT (this "Agreement"), dated as of March 18, 2016, is by and between Essex Crane Rental Corp., a Delaware corporation ("Borrower"), Essex Holdings, LLC, a Delaware limited liability company ("Parent", and together with Borrower, collectively, the "Loan Parties"), and Wells Fargo Capital Finance, LLC, in its capacity as agent under the Credit Agreement defined below ("Agent"), and all Lenders under such Credit Agreement.
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT by and among WELLS FARGO CAPITAL FINANCE, LLC, as Administrative Agent, WELLS FARGO CAPITAL FINANCE, LLC, as Sole Lead Arranger and Sole Bookrunner, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, ESSEX...Credit Agreement • May 16th, 2014 • Essex Rental Corp. • Services-miscellaneous equipment rental & leasing • Illinois
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), is entered into as of May 13, 2014, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), WELLS FARGO CAPITAL FINANCE, LLC, as sole lead arranger and sole bookrunner (in such capacity, together with its successors and assigns in such capacity, the "Lead Arranger"), ESSEX HOLDINGS, LLC, a Delaware limited liability company ("Parent"), and ESSEX CRANE RENTAL CORP., a Delaware corporation ("Borrower"). This Agreement shall be effective as of the Closing Date (as defined below) upon the satisfaction of the conditions set forth herein; effec
AMENDMENT TO THIRD FORBEARANCE AGREEMENTForbearance Agreement • November 4th, 2015 • Essex Rental Corp. • Services-miscellaneous equipment rental & leasing • Illinois
This AMENDMENT TO THIRD FORBEARANCE AGREEMENT (this "Amendment"), dated as of October 30, 2015, is by and between Essex Crane Rental Corp., a Delaware corporation ("Borrower"), Essex Holdings, LLC, a Delaware limited liability company ("Parent"; together with Borrower, collectively, "Loan Parties"), and Wells Fargo Capital Finance, LLC, in its capacity as agent under the Credit Agreement defined below ("Agent"), and all Lenders under such Credit Agreement.
Severance AgreementSeverance Agreement • November 19th, 2013 • Essex Rental Corp. • Services-miscellaneous equipment rental & leasing
If Mr. Kory Glen’s employment is terminated by Essex Rental Corp. (the Company) without cause (other than by reason of the employee’s death), by the employee for “good reason”, or for disability, assuming the employee signs a release in favor of the Company and its affiliates, the employee will be entitled:
SECOND FORBEARANCE AGREEMENTForbearance Agreement • September 16th, 2015 • Essex Rental Corp. • Services-miscellaneous equipment rental & leasing • Illinois
This SECOND FORBEARANCE AGREEMENT (this "Agreement"), dated as of September 15, 2015, is by and between Essex Crane Rental Corp., a Delaware limited liability company ("Borrower") and Wells Fargo Capital Finance, LLC, in its capacity as agent under the Credit Agreement defined below ("Agent"), and all Lenders under such Credit Agreement.
ESSEX RENTAL CORP. SUBSCRIPTION AGREEMENTSubscription Agreement • March 16th, 2011 • Essex Rental Corp. • Services-miscellaneous equipment rental & leasing • New York
Subject to the terms and conditions of this Subscription Agreement (the “Agreement”) the undersigned subscriber (the “Subscriber”) confirms its subscription for the purchase of common stock (“Common Stock”), par value $0.0001 per share, of Essex Rental Corp., a Delaware corporation (the “Company”).
AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • March 13th, 2014 • Essex Rental Corp. • Services-miscellaneous equipment rental & leasing
FOR VALUE RECEIVED, pursuant to the terms of this Promissory Note (the “Promissory Note”), Essex Rental Corp. (the “Maker”) promises to pay to the order of [________] (the “Holder”) at the Holder’s address set forth in Section 18 hereof or at the Holder’s option, at such other place as may be designated, in writing, from time to time by the Holder, the principal sum of [________] dollars ($[________]), together with interest, in lawful money of the United States of America, payable as provided below.
AMENDMENT NO. 1 AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 10th, 2012 • Essex Rental Corp. • Services-miscellaneous equipment rental & leasing • New York
This AMENDMENT NO. 1 AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of May 7, 2012, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), Coast Crane Company, a Delaware corporation (the “US Borrower”), Coast Crane Ltd., a British Columbia corporation (the “Canadian Borrower” and together with the US Borrower each a “Borrower” and collectively, the “Borrowers”), CC Acquisition Holding Corp, a Delaware corporation (“Holdings”) and General Electric Capital Corporation, as agent for the Lenders and the letter of credit issuers (collectively, the “L/C Issuers”) party to the Credit Agreement defined below (in such capacity, and together with its successors and permitted assigns, the “Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2008 • Hyde Park Acquisition CORP • Services-miscellaneous equipment rental & leasing • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 31, 2008, by Hyde Park Acquisition Corp., a Delaware corporation (the “Company”), in favor of Ronald L. Schad, Martin A. Kroll, William L. Erwin and William J. O’Rourke (collectively, the “Investors.”).
CAPITAL CALL AGREEMENTCapital Call Agreement • May 10th, 2012 • Essex Rental Corp. • Services-miscellaneous equipment rental & leasing • New York
This CAPITAL CALL AGREEMENT (this “Agreement”) is dated as of May [7], 2012 and is entered into by ESSEX RENTAL CORP., a Delaware corporation (“Essex”), CC ACQUISITION HOLDING CORP., a Delaware corporation (“Holdings”), COAST CRANE COMPANY, a Delaware corporation (the “US Borrower”), COAST CRANE LTD., a British Columbia corporation (the “Canadian Borrower”; and together with the US Borrower, collectively the “Borrowers”), and general electric capital corporation, in its capacity as administrative agent (“Agent”) for its own benefit and the benefit of Lenders from time to time party to the Credit Agreement referred to below (collectively “Lenders”). Except as otherwise defined herein, all capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreement referred to below.
PURCHASE AGREEMENT by and among ESSEX CRANE RENTAL CORP., ESSEX HOLDINGS LLC, KCP SERVICES LLC (as Seller Representative), THE MEMBERS OF ESSEX HOLDINGS LLC and HYDE PARK ACQUISITION CORP. Dated as of March 6, 2008Purchase Agreement • March 6th, 2008 • Hyde Park Acquisition CORP • Blank checks • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 6, 2008, by and among, Essex Crane Rental Corp., a Delaware corporation (the “Company”), Essex Holdings LLC, a Delaware limited liability company (“Holdings”), the members of Holdings (as hereinafter defined) listed on the signature page to this Agreement (the “Members”), KCP Services, LLC, as Seller Representative (the “Seller Representative”) and Hyde Park Acquisition Corp., a Delaware corporation (the “Purchaser”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ESSEX HOLDINGS, LLCLimited Liability Company Agreement • November 6th, 2008 • Hyde Park Acquisition CORP • Services-miscellaneous equipment rental & leasing • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”), dated as of October 31, 2008, between Ronald Schad (“Schad”), Martin A. Kroll (“Kroll”), William O’Rourke (“O’Rourke”), William L. Erwin (“Erwin”), and Hyde Park Acquisition Corp., a Delaware corporation (“HPAC”).
COMPLIANCE ESCROW AGREEMENTCompliance Escrow Agreement • November 6th, 2008 • Hyde Park Acquisition CORP • Services-miscellaneous equipment rental & leasing • New York
THIS COMPLIANCE ESCROW AGREEMENT (this “Escrow Agreement”) made as of October 31, 2008, by and among Hyde Park Acquisition Corp., a Delaware corporation (the “Purchaser”), KCP Services, LLC, a Delaware limited liability company (the “Seller Representative”), and KeyBank National Association, as escrow agent (the “Escrow Agent”).
AGREEMENTLoan Agreement • March 16th, 2011 • Essex Rental Corp. • Services-miscellaneous equipment rental & leasing • New York
This AGREEMENT (the “Agreement”), dated as of November 5, 2010, is made by and between Knott Partners, L.P., Shoshone Partners, L.P., Mulsanne Partners, L.P., Knott Coast Trust, Knott Partners Offshore Master Fund, L.P. and Knott Partners Offshore (SRI) Fund Limited (each a “Knott Party” and collectively the “Knott Parties”), and ESSEX RENTAL CORP., a Delaware corporation (“Essex”).
RAND ACQUISITION CORP. IIService Agreement • November 6th, 2006 • Rand Acquisition Corp. II
EMPLOYMENT SEPARATION AGREEMENT AND RELEASEEmployment Separation Agreement • June 3rd, 2013 • Essex Rental Corp. • Services-miscellaneous equipment rental & leasing • New York
THIS EMPLOYMENT SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is entered into as of this 31st day of May, 2013, by and among Essex Rental Corp. (“Essex”), Essex Crane Rental Corp. (“Essex Crane” and together with Essex, the “Company”) and Martin A. Kroll (“Executive”).
ESCROW AGREEMENTEscrow Agreement • November 6th, 2008 • Hyde Park Acquisition CORP • Services-miscellaneous equipment rental & leasing • New York
THIS ESCROW AGREEMENT (this “Escrow Agreement”) made as of October 31, 2008, by and among Hyde Park Acquisition Corp., a Delaware corporation (the “Purchaser”), KCP Services, LLC, a Delaware limited liability company (the “Seller Representative”), and KeyBank National Association, as escrow agent (the “Escrow Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 6th, 2006 • Rand Acquisition Corp. II • New York
STOCK ESCROW AGREEMENT, dated as of _____________, 2006 (“Agreement”), by and among RAND ACQUISITION CORP. II, a Delaware corporation (“Company”), LAURENCE S. LEVY, EDWARD LEVY and ISAAC KIER (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
AMENDMENT NO. 1 TO PURCHASE AGREEMENTPurchase Agreement • May 12th, 2008 • Hyde Park Acquisition CORP • Blank checks • New York
THIS AMENDMENT NO. 1 TO PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of May 9, 2008 by and among the Parties (as hereinafter defined) to that certain Purchase Agreement (the “Agreement,” dated as of March 6, 2008, by and among Essex Crane Rental Corp., a Delaware corporation (the “Company”), Essex Holdings LLC, a Delaware limited liability company (“Holdings”), the members of Holdings listed on the signature page to the Agreement (the “Members”), KCP Services, LLC, as Seller Representative (the “Seller Representative”), and Hyde Park Acquisition Corp., a Delaware corporation (the “Purchaser”). The parties to the Agreement are herein referred to as the “Parties” and other capitalized terms used and not defined herein shall have the meanings ascribed to them in the Agreement.
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 9th, 2007 • Rand Acquisition Corp. II • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _____________, 2007 (“Agreement”), by and among HYDE PARK ACQUISITION CORP., a Delaware corporation (“Company”), LAURENCE S. LEVY, EDWARD LEVY, ISAAC KIER, NMJ TRUST and JANE LEVY (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
ASSET PURCHASE AGREEMENT BETWEEN CC BIDDING CORP. (as Purchaser) AND COAST CRANE COMPANY (as Seller) Dated as of November 1, 2010Asset Purchase Agreement • November 17th, 2010 • Essex Rental Corp. • Services-miscellaneous equipment rental & leasing • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into and dated as of November 1, 2010 (the “Effective Date”), by and among CC Bidding Corp. ("Purchaser"), a Delaware corporation an indirect wholly-owned subsidiary of Essex Rental Corp., a Delaware corporation (“Essex”), Essex solely with respect to the assumption of indebtedness by it pursuant to Section 3.1(a)(ii), and Coast Crane Company, a Delaware corporation (“Company” or “Seller”).
WARRANT TENDER AGREEMENTWarrant Tender Agreement • June 11th, 2010 • Essex Rental Corp. • Services-miscellaneous equipment rental & leasing • New York
This Warrant Tender Agreement (this "Agreement") is dated as of June 10, 2010, among Essex Rental Corp., a Delaware corporation (the "Company"), and Aria Master Fund Ltd. (the "Warrant Holder").
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 1st, 2014 • Essex Rental Corp. • Services-miscellaneous equipment rental & leasing • New York
This Second Amendment to Second Amended and Restated Credit Agreement (this "Amendment Agreement") is dated as of April 29, 2014 by and among Coast Crane Company, Coast Crane Ltd., CC Acquisition Holding Corp., the other Credit Parties signatory hereto, the other Lenders signatory hereto and General Electric Capital Corporation, as Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2011 • Essex Rental Corp. • Services-miscellaneous equipment rental & leasing • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 22, 2010, by Essex Rental Corp., a Delaware corporation (the “Company”), with Kirtland Capital Company III LLC (“KCC”) and Kirtland Capital Partners III L.P. (“KCP” and, together with KCC, “Kirtland”).
