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”).
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”).
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”).
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. 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:Hyde Park Acquisition Corp. II • May 16th, 2012 • 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.
