REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2012 • Hyde Park Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _______, 2012, by and among Hyde Park 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”).
7,500,000 Shares of Common Stock HYDE PARK ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2012 • Hyde Park Acquisition Corp. II • Blank checks • New York
Hyde Park Acquisition Corp. II, a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of seven million five hundred thousand (7,500,000) shares (the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to one million one hundred twenty-five thousand (1,125,000) additional shares of Common Stock (the “Option Shares”) as set forth below.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 16th, 2012 • Hyde Park Acquisition Corp. II • Blank checks • New York
This Agreement is made as of ___________, 2012 by and between Hyde Park Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • August 8th, 2011 • Hyde Park Acquisition Corp. II • Blank checks • New York
WHEREAS, the Company has received binding commitments from its initial stockholders to purchase an aggregate of 5,000,000 warrants (the “Private Placement Warrants”) pursuant to Subscription Agreements dated as of ________, 2011 (the “Subscription Agreements”) and the Company may issue up to 666,667 warrants (the “Working Capital Warrants,” and together with the Private Placement Warrants, the “Insider Warrants”) to its initial stockholders (or their affiliates) in payment of working capital loans made to the Company; and
Hyde Park Acquisition Corp. II New York, NY 10110 Deutsche Bank Securities Inc. New York, New York 1000 (as representative of the underwriters) Attn: General Counsel Re: Initial Public Offering Gentlemen:Underwriting Agreement • May 16th, 2012 • Hyde Park Acquisition Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Hyde Park Acquisition Corp. II, a blank check company formed under the laws of the State of Delaware (the “Company”), and Deutsche Bank Securities Inc., as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of 7,500,000 of the Company’s shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Shares will be sold in the Offering pursuant to a registration statement on Form S-1 and related prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and shall be quoted and traded on the OTC Bulletin Board. Certain capitalized terms used herein are defined in paragraph 14 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 5th, 2011 • Hyde Park Acquisition Corp. II • Blank checks • New York
This Agreement is made as of ___________, 2011 by and between Hyde Park Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 10th, 2011 • Hyde Park Acquisition Corp. II • Blank checks • New York
Subscription Agreement As of _______, 2011Subscription Agreement • June 10th, 2011 • Hyde Park Acquisition Corp. II • Blank checks
The undersigned hereby subscribes for and agrees to purchase _____ warrants (“Warrants”), each to purchase one share of common stock of Hyde Park Acquisition Corp. II (the “Corporation”), at $0.75 per Warrant, for an aggregate purchase price of $_____ (“Purchase Price”). The closing of the purchase of the Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”). Deutsche Bank Securities Inc. is acting as representative of the underwriters in the IPO. The Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2012 • Hyde Park Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 1st day of August, 2012, by and among Hyde Park 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”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • May 16th, 2012 • Hyde Park Acquisition Corp. II • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _________, 2012 (“Agreement”), by and among HYDE PARK ACQUISITION CORP. II, a Delaware corporation (“Company”), LAURENCE S. LEVY, EDWARD LEVY, KNOTT PARTNERS, LP, KNOTT PARTNERS OFFSHORE MASTER FUND, L.P., SHOSHONE PARTNERS, L.P., DAVID M. KNOTT, MATTHEW CAMPBELL, GREG RICE, WALTER MCLALLEN, NMJ TRUST II, Steve Tananbaum, Calm Waters LP, Shelley Bergman, Richard Shuster, Gregory Weiss, 1837 Partners LP, 1837 Partners QP, LP, 1837 Partners Ltd., Barkley J. Stuart Revocable Trust, Diamond Jack Irrevocable Trust, Nicola Ziman, James Greenberg, Richard Klapow, Jason Grant and Mark Dalton (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
AGREEMENT AND PLAN OF MERGER by and among HYDE PARK ACQUISITION CORP. II, SANTA MARIA ENERGY CORPORATION, HPAC MERGER SUB, INC., SME MERGER SUB, LLC and SANTA MARIA ENERGY HOLDINGS, LLC Dated as of November 27, 2013Merger Agreement • December 4th, 2013 • Hyde Park Acquisition Corp. II • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 27, 2013, is by and among Hyde Park Acquisition Corp. II, a Delaware corporation (“Hyde Park”), Santa Maria Energy Corporation, a Delaware corporation (“Parent”), HPAC Merger Sub, Inc. , a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub 1”), SME Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), and Santa Maria Energy Holdings, LLC, a Delaware limited liability company (the “Company”). Hyde Park, Parent, the Merger Subs and the Company are referred to herein collectively as the “Parties” and individually as a “Party”. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in Section 8.16 of this Agreement.
Subscription Agreement As of _______, 2012Subscription Agreement • May 16th, 2012 • Hyde Park Acquisition Corp. II • Blank checks
The undersigned hereby subscribes for and agrees to purchase _____ shares of common stock (“Sponsors’ Shares”) of Hyde Park Acquisition Corp. II (the “Corporation”), at $10.00 per Sponsor Share, for an aggregate purchase price of $_____ (“Purchase Price”). The closing of the purchase of the Sponsors’ Shares shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”). Deutsche Bank Securities Inc. is acting as representative of the underwriters in the IPO. The Sponsors’ Shares will be sold to the undersigned on a private placement basis and not as part of the IPO.
HYDE PARK ACQUISITION CORP. IIOffice Space and Administrative Services Agreement • June 10th, 2011 • Hyde Park Acquisition Corp. II • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Hyde Park Acquisition Corp. II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), ProChannel Management LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 500 Fifth Avenue, 50th Floor, New York, NY 10110 (or any successor location). In exchange therefore, the Company shall pay ProChannel Management LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. ProCha
