LOCK-UP AGREEMENT
Exhibit
10.12
October
31, 2008
000
Xxxxx
Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
XX 00000
The
undersigned is executing and delivering this Lock-Up Agreement to the Company
(as defined below) in connection with the Purchase Agreement (the “Agreement”)
made and entered into as of March 6, 2008, as amended, by and among Essex Crane
Rental Corp., a Delaware corporation (“Essex Crane”), Essex Holdings LLC, a
Delaware limited liability company (“Holdings”), the members of Holdings as
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 “Company”).
The
undersigned is a record and beneficial owner of units in Holdings which are
exchangeable for shares of common stock of the Company (such units in Holdings,
the shares of common stock or other securities into which such units are
exchangeable, and any securities issued as a dividend or other distribution
with
respect to, or in exchange for or in replacement of, any of the foregoing being
hereinafter referred to as the “Common Shares”).
In
order
to induce the Company to enter into the Agreement and the transactions ancillary
thereto, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned agrees that during
the period beginning on and including the date hereof and ending on the second
anniversary of the date hereof (the “Termination Date”), the undersigned will
not, without the prior written consent of the Company (acting through its board
of directors), directly or indirectly (a) sell, transfer, pledge or otherwise
hypothecate or dispose of any Common Shares, including by way of the grant
of
any option, entering into of any short sale position, establishment of an open
“put equivalent position” (within the meaning of Rule 16a-1(h) under the
Securities Exchange Act of 1934, as amended) or entering into of any other
arrangement with respect to the Common Shares by which the economic risk of
ownership of the Common Shares is transferred by the undersigned or (b) agree
to
do, or publicly announce an intention to do, any of the foregoing.
The
foregoing shall not apply to the transfer of Common Shares, either during the
undersigned’s lifetime or on death, by gift, will or intestate succession to the
immediate family of the undersigned or to a trust the beneficiaries of which
are
exclusively the undersigned and/or a member or members of his immediate family;
provided, however, that in any such case it shall be a condition to such
transfer that the transferee executes and delivers to the Company an agreement
stating that the transferee is receiving and holding the Common Shares subject
to the provisions of this Lock-Up Agreement. For purposes of this paragraph,
the
term “immediate family” shall have the same meaning as set forth in Rule
16a-1(e) promulgated under the Securities Exchange Act of 1934, as
amended.
Notwithstanding
the foregoing, in the event that prior to the Termination Date, Xxxxxxxx Xxxx
and/or Xxxxxx Xxxx (or their respective affiliates) transfer to any third party
(other than by gift, will or intestate succession to their respective immediate
families or to a trust the beneficiaries of which are exclusively either
themselves and/or a member or members of their respective immediate families)
any shares of common stock of the Company, or warrants exercisable for such
shares of common stock, obtained by them directly or indirectly prior to or
in
connection with the Company’s initial public offering (“Founder Shares”), then
the Termination Date shall be automatically changed to the date of the earliest
such transfer. In the event that Xxxxxxxx Xxxx and/or Xxxxxx Xxxx (or their
respective affiliates) decide to effect any such transfer prior to the
Termination Date, Xxxxxxxx Xxxx and/or Xxxxxx Xxxx (as applicable) shall provide
prior written notice thereof to the undersigned specifying the date and time
of
such transfer, which notice shall be sent (a) at least 48 hours prior to such
transfer, in the event such Founder Shares have been registered under the
Securities Act of 1993, as amended (the “Securities Act”), prior to such
transfer or (b) at least 20 days prior to such transfer, in the event that
such
Founder Shares have not been so registered prior to such transfer. For the
avoidance of doubt, (x) the registration for resale under the Securities Act
of
1933, as amended, of any Founder Shares shall not result in any change of the
Termination Date until and unless such Founder Shares are actually sold to
a
third party, and (y) nothing in this Lock-Up Agreement shall limit the
undersigned’s right to register the sale of the Common Shares pursuant to the
registration rights provided for in the Registration Rights Agreement relating
to the Common Shares of even date herewith to which the undersigned is a party
if Xxxxxxxx Xxxx and/or Xxxxxx Xxxx (as applicable) shall offer Founder Shares
in a registered offering under the Securities Act. Notwithstanding the
foregoing, in the event such notice of the transfer of Founder Shares has been
given, but the transfer shall not have occurred at the time of the transfer
specified therein, the Termination Date shall occur at the time specified in
such notice, unless not less than 24 hours prior to such time, Xxxxxxxx Xxxx
and/or Xxxxxx Xxxx (as applicable) shall have given written notice to the
undersigned, with evidence of actual receipt thereof by the undersigned, that
such transfer has been cancelled, in which case such transfer of Founder Shares
shall not occur until a subsequent notice thereof has been given in accordance
with the terms hereof or waived by the undersigned.
This
Lock-Up Agreement is irrevocable and will be binding on the undersigned and
the
successors, heirs, personal representatives and assigns of the undersigned.
The
undersigned hereby represents and warrants that the undersigned has full power
and authority to enter into this Lock-Up Agreement and executed and delivered
by
the undersigned and is a valid and binding agreement of the undersigned. This
Lock-Up Agreement shall be governed by and construed in accordance with the
laws
of the State of New York.
[Signature
Page Immediately Follows]
2
In
witness whereof, the undersigned has executed and delivered this agreement
as of
the date first set forth above.
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/s/
Xxxxxxx X. X’Xxxxxx
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Xxxxxxx
X. X’Xxxxxx
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[Signature
page to X. X’Xxxxxx Lock-Up Agreement]
