8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 31, 2008

Essex Rental Corp.

(Exact name of registrant as specified in its charter)

 

Delaware	000-52459	20-5415048
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

461 Fifth Avenue, 25th Floor, New York, New York	10017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (212) 644-3450

Hyde Park Acquisition Corp.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Employment Agreements

On October, 31, 2008, in connection with the closing of the acquisition described in Item 2.01, which we refer to as the Essex Acquisition, Essex Rental Corp. (formerly Hyde Park Acquisition Corp.), or the Company, Essex Holdings LLC, or Holdings, and Essex Crane Rental Corp., or Essex, entered into an employment agreement with each of Ronald Schad, Martin Kroll, William Erwin and William O’Rourke. The material terms of the employment agreements, as well as descriptions of any material relationships with any of the foregoing individuals, have been previously reported in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 8, 2008, which we refer to as the Definitive Proxy.

Escrow Agreements

On October 31, 2008, in connection with the closing of the Essex Acquisition, the Company entered into an Escrow Agreement, which we refer to as the General Escrow Agreement, with KCP Services LLC, or the Seller Representative, and Keybank National Association, as escrow agent. Pursuant to the General Escrow Agreement, an aggregate of 642,093 shares of our common stock collectively owned by Kirtland Capital Partners III L.P., or KCP III, and Kirtland Capital Company III LLC, or KCC III, together with $7,000,000 of the purchase price paid by the Company in the Essex Acquisition were transferred to the escrow agent. The material terms of the General Escrow Agreement have been previously reported in the Company’s Definitive Proxy. The Seller Representative is an affiliate of KCP III and KCC III, which collectively own 2,032,500 shares of our common stock.

On October 31, 2008, in connection with the closing of the Essex Acquisition, the Company also entered into a Compliance Escrow Agreement, pursuant to which $492,225 of the purchase price paid by the Company in the acquisition was transferred to the escrow agent to cover costs anticipated to be incurred by the Company or Essex following the closing with respect to completion of environmental remediation work specified in Schedule A to the Compliance Escrow Agreement.

Amended and Restated Limited Liability Company Agreement of Holdings

On October 31, 2008, in connection with the closing of the Essex Acquisition, the Company entered into the Amended and Restated Limited Liability Company Agreement of Holdings, which we refer to as the New LLC Agreement, with Ronald Schad, Martin Kroll, William Erwin and William O’Rourke. The material terms of the New LLC Agreement, as well as descriptions of any material relationships with any of the foregoing individuals, have been previously reported in the Company’s Definitive Proxy.

Registration Rights Agreement

On October 31, 2008, in connection with the closing of the Essex Acquisition, the Company entered into a Registration Rights Agreement, with Ronald Schad, Martin Kroll, William Erwin and William O’Rourke. The material terms of such Registration Rights Agreement, as well as descriptions of any material relationships with any of the foregoing individuals, have been previously reported in the Company’s Definitive Proxy.

Lock-Up Agreements

On October 31, 2008, in connection with the closing of the Essex Acquisition, each of Ronald Schad, Martin Kroll, William Erwin and William O’Rourke entered into Lock-Up Agreements in favor of the Company with respect to their membership interests in Holdings and the shares of our common stock for which such interests are exchangeable. The material terms of such Registration Rights Agreement, as well as descriptions of any material relationships with any of the foregoing individuals, have been previously reported in the Company’s Definitive Proxy.

The foregoing descriptions of the Employment Agreements, General Escrow Agreement, Compliance Escrow Agreement, New LLC Agreement, Registration Rights Agreement and Lock-Up Agreements, which we refer to collectively as the Material Agreements, do not purport to describe all of the terms of such agreements and are qualified in their entirety by reference to the complete text of the Material Agreements, which are filed as exhibits to this Form 8-K and incorporated herein by reference.

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ITEM 2.01. COMPLETION OF AN ACQUISITION OR DISPOSITION OF ASSETS.

In accordance with the purchase agreement entered into on March 6, 2008, and amended on May 9, 2008 and August 14, 2008, by the Company, Essex, Holdings, the members of Holdings and KCP Services LLC, on October 31, 2008, the Company acquired Essex through the acquisition of all of the membership interests of Holdings other than membership interests which were retained by members of Essex’s senior management, each of whom owned membership interests of Holdings prior to the completion of the acquisition, and whom we sometimes refer to collectively as the management members of Holdings or Essex’s senior management.

The ownership interests in Holdings that were retained by the management members of Holdings, or the retained interests, consist of 632,911 Class A Units of Holdings, the parent company of Essex and a subsidiary of the Company, and are exchangeable for an aggregate of 632,911 shares of the Company’s common stock. The retained interests do not carry any voting rights and are entitled to distributions from Holdings only if the Company pays a dividend to its stockholders, in which case a distribution on account of the retained interests will be made on an “as exchanged” basis. Holders of the retained interests have agreed, subject to certain exceptions, not to sell their retained interests in Holdings or their shares of the Company’s common stock issuable upon exchange of such retained interests, for a period of two years following completion of the acquisition. The Company has granted certain registration rights to the existing members of Holdings with respect to the shares of the Company’s common stock issuable upon exchange of the retained interests.

In accordance with the terms of the purchase agreement, the Company paid a net purchase price of $94,395,209, of which $86,902,984 was paid in cash to or for the account of the existing members of Holdings and $7,492,225 funded the General Escrow Agreement and the Compliance Escrow Agreement. The net purchase price represents the gross purchase price of $210,000,000 less the amount of Essex’s indebtedness outstanding as of the closing, the $5,000,000 stated value of the retained interests and the amount of certain other liabilities of Essex as of the closing, as adjusted for Essex’s estimated working capital and crane purchases and sales by Essex as of October 31, 2008. The net purchase price paid to the existing members of Holdings is subject to further adjustment after the closing date based on the Company’s definitive determination of Essex’s working capital.

The Company used $82,118,675 of the proceeds of its initial public offering held in its trust account as of the closing date, as well as $9,278,594 advanced under Essex’s new credit facility described in Item 2.03 of this Form 8-K, to pay the net purchase price in the acquisition. Approximately $18,696,847 of the proceeds of the Company’s initial public offering was retained in the Company’s trust account for the benefit of converting IPO shareholders

Prior to the closing of the Essex Acquisition, the Company was a blank check company, whose objective was to effect a merger, capital stock exchange, acquisition or other similar business combination with an operating business. The following information is provided about the Company and its securities, reflecting the consummation of the acquisition of Holdings and its wholly-owned subsidiary, Essex.

Business

The business of the Company, which is operated by Essex, is described in the Definitive Proxy, in the section entitled “Information about Holdings and Essex” beginning on page 96, which is incorporated herein by reference.

Risk Factors

Risks associated with the Company’s business are described in the Definitive Proxy in the section entitled “Risk Factors” beginning on page 28, which is incorporated herein by reference.

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Financial Information

Selected financial information and management’s discussion of financial condition and results of operation of the Company and Holdings are included in the Definitive Proxy in the sections entitled “Selected Historical Financial Information” beginning on page 23, “Selected, Unaudited Pro Forma Consolidated Financial Information of Hyde Park and Holdings” beginning on page 25,“Management’s Discussion and Analysis of Financial Condition and Results of Operations of Holdings” beginning on page 106 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Hyde Park” beginning on page 127, which are incorporated herein by reference.

Properties

The Company’s principal executive offices are located at 1110 Lake Cook Road, Suite 220, Buffalo Grove, Illinois 60089-1974. The Company’s properties are described in the Definitive Proxy in the sections entitled “Information About Holdings and Essex - Facilities” beginning on page 102 and “Information About Hyde Park - Facilities” beginning on page 126, which are incorporated herein by reference.

Beneficial Ownership of Securities

The following table sets forth information regarding the beneficial ownership of the Company’s common stock as of November 5, 2008 by:

· each person known by the Company to be the beneficial owner of more than 5% of the Company’s outstanding shares of common stock;

· each of the Company’s officers and directors; and

· all of the Company’s officers and directors as a group.

Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not give effect to the redemption of 2,357,736shares of the Company’s common stock held by the Company’s stockholders who voted against the Essex Acquisition and exercised their conversion rights or 126,583 shares of the Company’s common stock issued to Macquarie Capital (USA), Inc., the Company’s financial advisor in the Essex Acquisition, as part of its fee.

Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership		Percent of Class
Laurence S. Levy	2,876,573	(2)	17.2%
Edward Levy	1,438,288	(3)	8.9%
Daniel Blumenthal	0		0.0%
Ronald Schad	518,986	(4)	3.2%
Martin A. Kroll	75,950	(5)	0.5%

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David M. Knott 4485 Underhill Boulevard, Suite 205 Syosset, New York 11791	2,677,000	(6)	17.0%
Ramius LLC 599 Lexington Avenue, 20th Floor New York , New York 10022	2,043,060	(7)	12.9%
Sapling, LLC 505 Fifth Avenue, 23rd Floor New York, New York 10017	1,213,430	(8)	7.7%
JANA Partners LLC 200 Park Avenue, Suite 3300 New York , New York 10166	875,000	(9)	5.6%
Goldentree Asset Management LP 300 Park Avenue, 21st Floor, New York , New York 10022	800,000	(10)	5.1%
Kirtland Capital Partners Ltd. 3201 Enterprise Parkway, Suite 200 Beachwood, Ohio 44122	3,294,700	(11)	20.9%
All directors and executive officers as a group (5 individuals)	4,909,797	(12)	27.6%

(1) Unless otherwise noted, the business address of each of the following is 461 Fifth Avenue, 25^th Floor, New York, New York 10017.

(2) Includes (i) 450,000 shares of common stock held by NMJ Trust, a trust established for the benefit of Mr. Levy’s minor children, (ii) 3,000 shares of common stock held by Jane Levy, Mr. Levy’s sister and (iii) 977,333 shares of common stock issuable upon exercise of warrants held by Mr. Levy.

(3) Includes 488,667 shares of common stock issuable upon exercise of warrants held by Mr. Levy.

(4) Includes 493,670 shares of common stock issuable upon exchange of Class A Units of Holdings, which were issued to Mr. Schad in connection with the Essex Acquisition. Does not include securities of the Company which may be issued to Mr. Schad in accordance with the terms of his employment agreement, which is referred to in Item 1.01 of this Form 8-K.

(5) Includes 75,950 shares of common stock issuable upon exchange of Class A Units of Holdings, which were issued to Mr. Kroll in connection with the Essex Acquisition. Does not include securities of the Company which may be issued to Mr. Kroll in accordance with the terms of his employment agreement, which is referred to in Item 1.01 of this Form 8-K.

(6) This information is based solely on the contents of a filing on Schedule 13G/A dated August 20, 2008 David M. Knott, Dorset Management Corporation, Knott Partners, L.P., and Knott Partners Offshore Master Fund, L.P. and a Form 4 filed by David M. Knott on October 31, 2008. Does not include shares of common stock issuable upon exercise of warrants reported in the Form 4 filed by David M. Knott on July 9, 2008.

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(7) Represents shares of Company common stock that may be deemed to be beneficially owned by RCG Baldwin, L.P. (891,030 shares) , RCG Crimson Partners, L.P. (50,000 shares), RCG Enterprise, Ltd (925,430 shares, including 23,900 shares of Company common stock currently issuable upon the exercise of Company units) and RCG PB, Ltd. (176,600 shares, including 6,900 shares of Company common stock currently issuable upon the exercise of Company units). Ramius LLC is the investment manager of RCG Enterprise, Ltd., the sole member of Ramius Advisors, LLC and the general partner of RCG Crimson Partners, L.P. Ramius Advisors, as the general partner of RCG Baldwin, L.P. and as the investment advisor of RCG PB, Ltd. may be deemed to beneficially own the 891,030 shares and the 176,600 shares of Company common stock beneficially owned by RCG Baldwin and RCG PB, Ltd., respectively. C4S & Co., L.L.C., as the managing member of Ramius LLC, may be deemed to beneficially own the 2,043,060 shares of Company common stock beneficially owned in the aggregate by Ramius LLC. Peter A. Cohen, Morgan B. Stark, Thomas S. Strauss and Jeffrey M. Solomon, as the sole managing members of C4S & Co., L.L.C., may be deemed to beneficially own the 2,043,060 shares of Company common stock beneficially owned by C4S & Co., L.L.C. This information is based solely on the contents of a filing of Schedule 13G/A dated April 15, 2008 filed by Ramius LLC, RCG Baldwin, LP, RCG Crimson Partners, LP, RCG Enterprise, Ltd., RCG PB, Ltd., Ramius Advisors, LLC, C4S & Co., LLC, Peter Cohen, Morgan B. Stark, Thomas W. Strauss, and Jeffrey M. Solomon. This information is based solely on the contents of a filing on Schedule 13G/A, dated April 11, 2008. Does not include shares of common stock issuable upon exercise of warrants reported in the Form 4s filed by Ramius LLC, RCG Baldwin, L.P., Ramius Advisors, LLC, RCG PB, Ltd., Ramius Select Equity Fund LP, Ramius Enterprise Master Fund Ltd., C4S & Co., L.L.C., Peter Cohen, Morgan B. Stark, Thomas Strauss and Jeffrey M. Solomon on July 9, 2008.

(8) This information is based solely on the contents of a filing on Schedule 13G/A dated December 31, 2007 filed by Sapling, LLC, Fir Tree Capital Opportunity Master Fund, L.P. and Fir Tree, Inc, which reports beneficial ownership of 1,515,000 shares, which is equivalent to 9.6% of outstanding common stock.

(9) This information is based solely on the contents of a filing on Schedule 13G dated April 7, 2008 filed by JANA Partners LLC. Does not Include shares of common stock underlying warrants that may be beneficially owned by JANA Partners LLC.

(10) This information is based solely on the contents of a filing on Schedule 13G dated December 31, 2007 filed by Goldentree Asset Management LP, Goldentree Asset Management LLC, and Steven A. Tananbaum.

(11) This information is based on the contents of a filing on Form 4, filed on November 4, 2008 by Kirtland Partners Ltd.

(12) Includes (i) 1,466,000 shares of common stock issuable upon exercise of warrants held by Messrs. Levy and Levy and (ii) 569,620 shares of common stock issuable to Messrs. Schad and Kroll upon exchange of Class A Units of Holdings, which were issued to Messrs. Schad and Kroll in conection with the Essex Acquisition. Does not include securities of the Company which may be issued to Messrs. Schad and Kroll in accordance with the terms of to their employment agreements, which are referred to in Item 1.01 of this Form 8-K.

All 2,812,500 shares of the Company’s outstanding common stock owned by the Company’s initial stockholders prior to the Company’s initial public offering have been placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, pursuant to an escrow agreement described below.

Laurence S. Levy and Edward Levy may be deemed to be the Company’s “parents” and “promoters,” as these terms are defined under the Federal securitieslaws.

Directors and Executive Officers

Information about the Company’s executive officers and directors is set forth in the Definitive Proxy in the sections entitled “The Acquisition Proposal - Directors and Executive Officers Following Completion of the Acquisition” beginning on page 57, “The Acquisition Proposal - Director Independence” beginning on page 58 and “The Acquisition Proposal - Committees of the Board” beginning on page 58, “Interests of Holdings and Essex’s Directors and Officers in the Acquisition” beginning on page 18, which are incorporated herein by reference.

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Upon the closing of the Essex Acquisition, Messrs. Schad and Kroll were appointed to serve as members of the Board of Directors of Essex and will serve as the President and Chief Executive Officer and Chief Financial Officer of Essex, respectively.

Executive Compensation

Information about executive compensation is set forth in the Definitive Proxy in the sections entitled “Information About Hyde Park - Executive Compensation” beginning on page 126, “Employment Agreements” beginning on page 89 and “Certain Relationships and Related Transactions” beginning on page 146. See Item 1.01 of this Form 8-K for additional information concerning employment agreements entered into with members of Essex’s senior management.

Certain Relationships and Related Transactions

A description of certain relationships and related transactions is set forth in the Definitive Proxy in the section entitled “Certain Relationships and Related Transactions” beginning on page 146.

Following completion of the Essex acquisition, the Company’s Board of Directors determined that Messrs. Levy, Levy and Blumenthal, who together represent a majority of the Company’s Board following the acquisition, satisfy the independence requirements of The NASDAQ Stock Market. Such determination was made by the Board of Directors after taking into account all relevant transactions and relationships between each director on the one hand and the Company, the Company’s executive officers and the Company’s independent registered public accounting firm on the other hand, as well as applicable securities laws and regulations.

Legal Proceedings

The Company is not involved in any legal proceedings which are anticipated to have a material effect on its business, financial position, results of operations or liquidity, nor is the Company aware of any proceedings that are pending or threatened which may have a material effect on its business, financial position, results of operations or liquidity. From time to time, Essex is subject to legal proceedings and claims in the ordinary course of business, involving principally workers compensation claims and equipment-related claims. It is expected that these claims would be covered by insurance. Those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.

Price Range of Securities and Dividends and Related Stockholder Matters.

Information about the market price, dividends and number of stockholders for the Companies’ securities is set forth in the Definitive Proxy in the section entitled “Price Range of Securities and Dividends” beginning on page 148.

Recent Sales of Unregistered Securities

In August 2006 the Company sold the following shares of common stock without registration under the Securities Act of 1933, as amended:

Stockholders	Number of Shares
Laurence S. Levy	1,800,000
Edward Levy	900,000
Isaac Kier	112,500

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Such shares were issued in connection with the Company’s organization pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as they were to sold to sophisticated, wealthy individuals or entities. The shares issued to the individuals and entities above were sold at a purchase price of $0.0167 per share. Effective February 2, 2007 and February 5, 2007, the Company’s board of directors authorized a stock dividend of 0.5 shares and 0.25 shares of common stock, respectively, for each outstanding share of common stock on such dates, effectively lowering the purchase price to approximately $0.009 per share.

The shares issued prior to our IPO will be held in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until one year after completion of the Essex Acquisition. Such shares may be released from escrow earlier than that date if, within the first year after the Essex Acquisition, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (i) to an entity’s members upon its liquidation, (ii) to relatives and trusts for estate planning purposes or (iii) by private sales made at or prior to the consummation of a business combination at prices no greater than the price at which the shares were originally purchased, in each case where the transferee agrees to the terms of the escrow agreement, but will retain all other rights as our stockholders, including, without limitation, the right to vote their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate, none of our initial stockholders will receive any portion of the liquidation proceeds with respect to such shares.

Description of the Company’s Securities

A description of the Company’s securities can be found in the Definitive Proxy in the section entitled “Description of Hyde Park’s Securities Following the Acquisition” beginning on page 149, which is incorporated herein by reference.

Indemnification of Directors and Officers

The Company’s Amended and Restated Certificate of Incorporation provides that to the extent permitted by the Delaware General Corporation Law, or the DGCL, directors of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derives an improper personal benefit.

 Section 145 of the DGCL empowers a Delaware corporation to indemnify its officers and directors and specific other persons to the extent and under the circumstances set forth therein.

The Company’s By-laws provide that the Company shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, any person against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with any threatened, pending or completed legal proceedings in which such person is involved by reason of the fact that he is or was a director, officer, employee or agent of the Company (or serving in any such capacity with another business organization at the request of the Company) if he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe that his conduct was unlawful. If the legal proceeding, however, is by or in the right of the Company, such director, officer, employee or agent may not be indemnified in respect of any claim, issue or matter as to which he shall have been adjudged to be liable to the Company unless a court determines otherwise.

The Company maintains insurance policies that insure its directors and officers against damages arising out of claims which might be made against them based on their negligent acts or omissions while acting in their capacity as officers and directors.

Financial Statements and Supplementary Data

See Item 9.01 of this Form 8-K, which is incorporated herein by reference.

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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Financial Statements and Exhibits

See Item 9.01 of this Form 8-K, which is incorporated herein by reference.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On March 6, 2008, Essex and Holdings entered into the Second Amended and Restated Loan and Security Agreement with Textron Financial Corporation, National City Business Credit, Inc. and Sovereign Bank, as Co-Documentation Agents, Wachovia Capital Finance Corporation (Central), as Agent, Wachovia Capital Markets, LLC, as Lead Arranger and Sole Bookrunner, and the financial institutions named therein. On April 30, 2008, this Second Amended and Restated Loan and Security Agreement was amended by Amendment No. 1 To Second Amended and Restated Loan and Security Agreement to reflect the exercise of an option by Essex to increase the maximum aggregate principal amount of the facility provided under the agreement. We refer to the Second Amended and Restated Loan and Security Agreement, including the Amendment No. 1 To Second Amended and Restated Loan and Security Agreement, as the loan agreement. The loan agreement became effective upon the closing of the acquisition on October 31, 2008. The following description describes the material terms of the loan agreement but does not purport to describe all of the terms therein.

The loan agreement provides for a revolving loan and letter of credit facility, or the facility, in the maximum aggregate principal amount of $190,000,000 with a $20,000,000 aggregate principal sublimit for letters of credit. Essex will have the option, within two years after the closing date, to increase the maximum aggregate principal amount of the facility by up to an additional $5,000,000 subject to, among other things, the lenders’ consent. Essex may borrow, repay and reborrow under the facility. Essex’s ability to borrow under the facility is subject to, among other things, a borrowing base calculated based on 85% of eligible accounts and 75% of eligible equipment, subject to reserves. Interest accrues on the outstanding revolving loans under the facility at either a per annum rate equal to the Prime Rate plus .25% or the Eurodollar Rate plus 2.25%, at Essex’s election. Essex will be obligated to pay a letter of credit fee on the outstanding letter of credit accommodations based on a per annum rate of 2.25% per annum. Interest on the revolving loans and fees on the letter of credit accommodations will be payable monthly in arrears. Essex will also be obligated to pay a bank fee to issuers of letters of credit based on a rate per annum equal to .75% in the case of letters of credit in a face amount less than or equal to $1,000,000 and .50% in the case of letters of credit in a face amount greater than $1,000,000. Essex will be obligated to pay an unused line fee on the amount by which the maximum credit under the facility exceeds the aggregate amount of revolving loans and letter of credit accommodations based on a per annum rate of .25%.

Proceeds of the first borrowing under the loan agreement can be used to pay costs, expenses and fees in connection with the preparation, negotiation, execution and delivery of the loan agreement and related agreements, to pay a portion of the purchase price for the acquisition of Essex by the Company and to pay costs, expenses and fees in connection with the acquisition. Proceeds of subsequent borrowings under the loan agreement can be used for general operating and working capital purposes of Essex.

The facility will terminate, and all outstanding principal and accrued and outstanding interest and any other amount due under the facility will be payable upon the earlier of (i) the fifth anniversary of the loan agreement and (ii) an event of default.

The facility has several features similar to credit facilities of this nature, including but not limited to:

Covenants. The facility requires that Essex meet certain financial tests, such as a fixed charge ratio and a fleet utilization ratio measuring the usage of the available number of crane units in any six month period. Essex will have to meet each of these tests only during periods where the monthly average excess availability under the facility is less than $20,000,000 or there is an event of default.

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The facility also contains customary covenants and restrictions binding Essex and Holdings, such as limitations on:

· making capital expenditures (net of equipment sales) in excess of $20,000,000 in the aggregate in any fiscal year,

· making acquisitions,

· making investments and loans,

· declaring and paying dividends and other distributions,

· redeeming and repurchasing other indebtedness,

· incurring new indebtedness or liens,

· making asset sales,

· entering into mergers or consolidations, and

· entering into transactions with affiliates.

Guarantee. The indebtedness is guaranteed by Holdings.

Collateral. Essex and Holdings have provided a first priority lien on all of their respective assets to secure their respective obligations under the loan agreement and the guaranty provided by Holdings, including, in the case of Holdings, a pledge of the stock of Essex.

Events of Default. The facility specifies certain events of default, including without limitation:

· failure to pay principal, interest or fees when due,

· material inaccuracy of any representation or warranty,

· material judgments,

· dissolutions or suspension of business,

· insolvency and bankruptcy events,

· material cross defaults with other material indebtedness and material contracts,

· failure to maintain first priority perfected security interest,

· invalidity or unenforceability of guarantee or any of the loan documents,

· ERISA events,

· change of control,

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· the indictment, or threatened indictment, by any governmental authority of Essex or Holdings under any criminal statute,

· the commencement, or threatened commencement, of any litigation against Essex or Holdings pursuant to which one of the remedies available would be forfeiture of material collateral or assets necessary for the conduct of business by Essex, and

· the occurrence of a material adverse effect.

As of the closing of the acquisition on October 31, 2008, the outstanding balance under the facility was approximately $130,731,732. Essex borrowed an additional $9,298,594 under the facility to pay a portion of the net purchase price in the acquisition of Essex and certain expenses associated with the acquisition.

ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

On October 31, 2008, the Company filed an Amended and Restated Certificate of Incorporation, or the Restated Certificate, with the Secretary of State of the State of Delaware. The material terms of the Restated Certificate and the general effect upon the rights of holders of the Company’s common stock have been previously reported in the Definitive Proxy. In addition, the Loan Agreement discussed in Item 2.03 contains limitations on the payment of dividends or distributions by Essex and Holdings which in turn could impact the ability of the Company to pay dividends to its shareholders.

A copy of the Restated Certificate is filed as Exhibit 3.01 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On October 31, 2008, Ronald Schad and Daniel H. Blumenthal were elected to the Company’s Board of Directors by the existing members of the Company’s Board of Directors. In addition, the Company’s Board of Directors appointed Mr. Schad the President and Chief Executive Officer of the Company. Martin Kroll and Carol Zelinski were appointed the Chief Financial Officer and Secretary of the Company, respectively. Additional information with respect to Messrs. Schad, Kroll and Blumenthal and Ms. Zelinski has been previously reported in the Definitive Proxy.

Upon the closing of the acquisition on October 31, 2008, Laurence Levy and Edward Levy resigned their positions as Chief Executive Officer and President of the Company. Messrs. Levy and Levy will continue to serve on the Company’s Board of Directors.

On October 31, 2008, the Board of Directors established an Audit Committee, a Compensation Committee and a Corporate Governance Committee, which we refer to collectively as the Committees, and adopted a charter with respect to each of the Committees. Additional information about the responsibilities of each of the Committees is set forth in the Definitive Proxy in the section entitled “The Acquisition Proposal - Committees of the Board” beginning on page 58. Mr. Blumenthal, together with Laurence Levy and Edward Levy, the Company’s existing directors, were appointed to the Company’s Audit Committee, Corporate Governance and Nominating Committee and Compensation Committee.

See Item 1.01 of this Form 8-K, which is incorporated herein by reference, for additional information concerning employment agreements of Messrs. Schad and Kroll.

Information about the Company’s executive officers and directors is set forth in the Definitive Proxy in the sections entitled “The Acquisition Proposal - Directors and Executive Officers Following Completion of the Acquisition” beginning on page 57, “The Acquisition Proposal - Director Independence” beginning on page 58, “The Acquisition Proposal - Committees of the Board” beginning on page 58 and “Interests of Holdings and Essex’s Directors and Officers in the Acquisition” beginning on page 18, which are incorporated herein by reference.

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Information about the Company’s 2008 Long Term Incentive Plan is set forth in the Definitive Proxy in the section entitled “The Plan Proposal” beginning on page 66, which is incorporated herein by reference.

ITEM 5.03. AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL YEAR.

On October 31, 2008, the Company filed the Amended and Restated Certificate discussed in Item 3.03 of this Form 8-K.

ITEM 5.06. CHANGE IN SHELL COMPANY STATUS.

As described in Item 2.01, on October 31, 2008, the Company completed the Essex Acquisition. As a result of this transaction, the Company is no longer a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

The financial statements of the Company and Holdings included in the Definitive Proxy beginning on page F-1 and the Unaudited Pro Forma Condensed Combined Financial Statements of the Company and Holdings included in the Definitive Proxy beginning on page 130 are incorporated herein by reference.

(d) Exhibits

3.1 Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on October 31, 2008.

10.1 Employment Agreement, dated October 31, 2008, among the Essex Rental Corp (formerly Hyde Park Acquisition Corp.), Essex Crane Rental Corp., Essex Holdings LLC and Ronald Schad

10.2 Employment Agreement, dated October 31, 2008, among Essex Rental Corp. (formerly Hyde Park Acquisition Corp.), Essex Crane Rental Corp. Essex Holdings LLC and Martin Kroll

10.3 Employment Agreement, dated October 31, 2008, among Essex Rental Corp. (formerly Hyde Park Acquisition Corp.), Essex Crane Rental Corp. Essex Holdings LLC and William Erwin

10.4 Employment Agreement, dated October 31, 2008, among Essex Rental Corp. (formerly Hyde Park Acquisition Corp.), Essex Crane Rental Corp. Essex Holdings LLC and William O’Rourke

10.5 Escrow Agreement, dated October 31, 2008 among Essex Rental Corp. (formerly Hyde Park Acquisition Corp.), Seller Representative and Keybank National Association

10.6 Compliance Escrow Agreement, dated October 31, 2008 among Essex Rental Corp. (formerly Hyde Park Acquisition Corp.), Seller Representative and Keybank National Association

10.7 Amended and Restated Limited Liability Company Agreement of Essex Holdings LLC, dated October 31, 2008, among Essex Rental Corp. (formerly Hyde Park Acquisition Corp.), Ronald Schad, Martin Kroll, William Erwin and William O’Rourke

10.8 Registration Rights Agreement, dated October 31, 2008, among Essex Rental Corp. (formerly Hyde Park Acquisition Corp.), Ronald Schad, Martin Kroll, William Erwin and William O’Rourke

10.9 Lock-Up Agreement of Ronald Schad, dated October 31, 2008

10.10 Lock-Up Agreement of Martin Kroll, dated October 31, 2008

10.11 Lock-Up Agreement of William Erwin, dated October 31, 2008

10.12 Lock-Up Agreement of William O’Rourke, dated October 31, 2008

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ESSEX RENTAL CORP.
Date: November 6, 2006	By:	/s/ Martin A. Kroll
		Name: Martin A. Kroll Title: Chief Financial Officer

 

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

HYDE PARK ACQUISITION CORP.

Hyde Park Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

A.The name of the Corporation is Hyde Park Acquisition Corp. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 21, 2006 and was previously amended on March 5, 2007. The original name of the Corporation was RAND ACQUISITION CORP. II.

B.Pursuant to Sections 216, 242 and 245 of the General Corporation Law of the State of Delaware, the Amended and Restated Certificate of Incorporation has been duly adopted by the majority of the stockholders of the Corporation voting at a special meeting duly held, and restates and integrates and further amends the provisions of the Certificate of Incorporation of the Corporation.

C.The text of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

FIRST. The name of the corporation is ESSEX RENTAL CORP. (hereinafter sometimes referred to as the “Corporation”).

SECOND.  The registered office of the Corporation is to be located at 615 S. DuPont Hwy., Kent County, Dover, Delaware 19901. The name of its registered agent at that address is National Corporate Research, Ltd.

THIRD.  The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (“GCL”).

FOURTH.  The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 41,000,000, of which 40,000,000 shares shall be Common Stock, par value of $.0001 per share, and 1,000,000 shares shall be Preferred Stock, par value of $.0001 per share.

A.  Preferred Stock. The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the GCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.

B.  Common Stock. Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess all voting power and each share of Common Stock shall have one vote.

FIFTH.

A.   The Board of Directors shall be divided into two classes: Class A and Class B. The number of directors in each class shall be as nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class B director for a term expiring at the Corporation’s second Annual Meeting of Stockholders. The Class B director shall then appoint additional Class A and Class B directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders, and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the second succeeding annual meeting of stockholders after their election. Except as the GCL may otherwise require, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the Corporation’s Bylaws), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.

SIXTH. The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

A.   Election of directors need not be by ballot unless the by-laws of the Corporation so provide.

B.   The Board of Directors shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to or repeal the by-laws of the Corporation as provided in the by-laws of the Corporation.

C.   The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors' interests, or for any other reason.

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D.   In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this Certificate of Incorporation, and to any by-laws from time to time made by the stockholders; provided, however, that no by-law so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.

SEVENTH.    A.  A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the GCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended. Any repeal or modification of this paragraph A by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation with respect to events occurring prior to the time of such repeal or modification.

B.   The Corporation, to the full extent permitted by Section 145 of the GCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.

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EIGHTH.   Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

(The remainder of this page is left intentionally blank.)

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IN WITNESS WHEREOF, Hyde Park Acquisition Corp. has caused this Amended and Restated Certificate of Incorporation to be executed by Carol Zelinski, its Secretary thereunto duly authorized, this 31^st day of October, 2008.

HYDE PARK ACQUISITION CORP.

/s/ Carol Zelinski

Carol Zelinski

Secretary

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

AGREEMENT, dated as of the 31^st day of October, 2008, by and between Essex Crane Rental Corp., a Delaware corporation (the “Company”), Hyde Park Acquisition Corporation, a Delaware corporation (“Hyde Park”), and Ronald Schad (“Employee”).

WHEREAS the Company is an indirect, majority-owned subsidiary of Hyde Park;

WHEREAS the Company is engaged in the business of purchasing, selling, leasing or other provision of new and used cranes (but excluding the manufacturing of cranes) (the “Business”); and

WHEREAS Employee shall serve as President and Chief Executive Officer of the Company and President and Chief Executive Officer of Hyde Park, and Employee, the Company and Hyde Park are desirous of formalizing their understanding for Employee’s employment, all upon the terms and subject to the conditions hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows:

1.Employment.

The Company and Hyde Park agree to employ Employee, and Employee agrees to be employed by the Company and Hyde Park, upon the terms and subject to the conditions of this Agreement.

2.Term.

The term of Employee’s employment under this Agreement (the “Term”) shall commence on the date hereof (the “Commencement Date”) and shall continue until the earlier of (i) the third anniversary of the Commencement Date and (ii) such earlier date on which the Term is terminated pursuant to Section 5. Unless sooner terminated in accordance with Section 5, the Term shall automatically be renewed and extended for successive periods of one (1) year unless either party hereto shall have notified the other party hereto in writing that such extension shall not take effect at least 90 days prior to the end of the initial Term or of any extension.

3.Duties.

During the Term, (i) the Company shall employ the Employee and the Employee shall serve the Company as its President and Chief Executive Officer and (ii) Hyde Park shall employ the Employee and the Employee shall serve Hyde Park as its President and Chief Executive Officer. Subject to the authority and direction of the Board of Directors of the Company (the “Board” or “Board of Directors”), the Employee shall have the duties, authorities and responsibilities for the general management and control of the affairs and business of the Company and of Hyde Park, and shall perform such other duties and exercise such other authorities commensurate with Employee’s position which are or from time to time may be delegated to him by the Board of Directors or the Company Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board. The principal location of Employee’s employment shall be at the Company’s executive office located in Buffalo Grove, Illinois. Employee shall devote his entire working time to the affairs of the Company and Hyde Park and shall faithfully and to the best of his ability perform his duties hereunder. Notwithstanding the foregoing, nothing herein shall prohibit Employee from (i) engaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates; (ii) subject to prior approval of the Board of Directors, acting as a director or in a similar role for an entity unrelated to the Company if such role does not give rise to any conflict of interests with the Company or its affiliates; and (iii) engaging in charitable and civic activities, in each case and collectively to an extent that does not materially interfere with the performance of Employee’s duties for the Company and Hyde Park hereunder.

Employee shall be appointed to the Board and shall serve as a voting member of the Board throughout the Term. In addition, the Company also agrees to use its best efforts to cause Employee to be elected to the Board of Directors of Hyde Park and to have the Employee serve as a member of the Board of Hyde Park throughout the Term.

4.Compensation and Benefits.

(a)The Company shall pay to Employee a base salary (the “Base Salary”) at a rate of $310,000 per annum, payable in accordance with the Company’s payroll practices for its executive employees. On each anniversary of the Commencement Date or such other appropriate date as may be agreed by the parties during the Term, the Company shall review the Base Salary and determine if, and by how much, the Base Salary should be increased. Employee’s Base Salary in effect from time to time may not be decreased without Employee’s consent. While serving as a member of the Board of Directors of the Company or the Board of Hyde Park, Employee shall not be entitled to Board of Directors’ fees. For the avoidance of doubt, unless otherwise agreed to by Employee and Hyde Park, Employee shall not be entitled to any additional compensation from Hyde Park in connection with his duties pursuant to Section 3.

(b)The Company and Hyde Park have committed to grant an aggregate number of stock options to senior executives of the Company representing the right to purchase not less than ten percent of the number of shares of stock of Hyde Park issued and outstanding as of the closing date of Hyde Park’s acquisition of the majority of the equity securities of Essex Holdings LLC (the “Closing Date”). The Company shall commission a study to be performed by Towers Perrin (or another nationally recognized senior executive consulting firm as mutually agreed to by the parties) of equity grants for senior executives of a comparable group of companies. Employee shall be granted options to purchase shares of common stock of Hyde Park in such number and on such terms and conditions as determined by the Compensation Committee in accordance with Hyde Park’s 2008 Long Term Incentive Plan, which terms shall be no less favorable to Employee than the terms of grants in the top quartile of senior executives as set forth in such study. Any additional grants of options, restricted stock, share appreciation rights or similar incentive arrangements will be at the discretion of the Compensation Committee of Hyde Park.

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(c)For each calendar year ending during the Term, in addition to Base Salary, Employee shall be entitled to receive a cash bonus (“Bonus”) which consists of (i) a percentage of the bonus pool set forth in Exhibit A which shall be no less than such percentage applied in the most recent prior year, and (ii) an equipment sale bonus as described in Footnote 1 to Exhibit A. The Bonus will be paid by March 15 of the year following the year to which the Bonus relates (e.g., the Bonus for calendar year 2008 will be paid by March 15, 2009).

(d)During the Term, Employee shall be entitled to participate in those retirement plans, deferred compensation plans, group insurance, life, medical, dental, disability and other benefit plans of the Company at the same level as those benefits are provided by the Company from time to time to other senior executives of the Company. Also, during the Term, Employee shall be entitled to fringe benefits and perquisites at the same level as those benefits are provided by the Company from time to time to other senior executives of the Company generally.

(e)The Company shall promptly pay to Employee the approved reasonable expenses incurred by him in the performance of his duties hereunder in accordance with the Company’s policies in effect from time to time, including, without limitation, those incurred in connection with business related travel or entertainment, or, if such expenses are paid directly by the Employee, shall promptly reimburse him for such payment, provided that Employee provides proper documentation thereof in accordance with the Company’s policy. The Company acknowledges that Employee shall commute throughout the Term from his residence in Manitowoc, Wisconsin, or such other location, to the Company’s facilities, including the Company’s executive office located in Buffalo Grove, Illinois. The Company shall pay Employee’s reasonably incurred commuting expenses consistent with past practices in addition to the automobile lease allowance and expenses provided in Section 4(g).

(f)Effective as of the Commencement Date, Employee shall be entitled to seventeen (17) days of paid vacation in any full calendar year. On each anniversary of the Commencement Date, Employee shall be entitled to one additional day of paid vacation effective as of the next succeeding calendar year (e.g., on the second anniversary of the Commencement Date, Employee shall be entitled to nineteen days of vacation in the next succeeding calendar year), capped at a maximum of twenty (20) days of paid vacation per annum.

(g)During the Term, Employee shall be entitled to lease an automobile at a maximum monthly cost of not more than $860 and to reimbursement of all related expenses related to the business use of such automobile.

(h)Company shall pay the reasonable costs of Employee’s memberships in work-related professional organizations as are appropriate for one in Employee’s position with the Company.

(i)Company shall pay reasonable legal expenses incurred by Employee in connection with the negotiation and consummation of this Agreement, up to an aggregate of $10,000 post-acquisition. Such expenses shall be reimbursed as soon as administratively feasible.

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(j)During the Term, the Company shall pay Employee the cost of maintaining his existing fifteen (15) year term life insurance policy. In addition, Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Employee of all taxes related to the Company’s payment of the insurance premium, Employee retains an amount of the Gross-Up Payment equal to the tax imposed. Payment made to Employee pursuant to this paragraph shall occur as soon as administratively feasible following Employee’s payment of the insurance premium and taxes.

(k)The Company may, at its discretion, subscribe for and maintain, on behalf of the Company, life insurance or key-man insurance with respect to Employee in such amount and upon such terms or conditions as the Company may deem reasonable. Employee shall cooperate with the Company in connection with the obtaining of any such policies, including, without limitation, the submission to physical examination and blood testing by a physician or other medical professional selected by the Company. The proceeds of such insurance policies will be owned by the Company, and neither the Employee nor his heirs will have any rights therein or claims thereto.

5.Termination.

Employee’s employment hereunder shall be terminated as of the applicable Termination Date upon Employee’s death or Disability, upon expiration of the Term in the event of delivery by either party of a notice of non-renewal pursuant to Section 2, termination by the Company without Cause or upon Employee’s voluntarily leaving the employ of the Company without Good Reason, and may also be terminated as of the applicable Termination Date by delivery of a Notice of Termination (i) by the Company for Cause or (ii) by Employee for Good Reason, with each such term defined as follows:

(a)For Cause. A termination for “Cause” is a termination evidenced by a resolution adopted by the Board after finding in good faith that Employee has:

(i)engaged in gross negligence or willful misconduct in connection with or arising out of the performance of his duties hereunder and such negligence or misconduct has not been cured (if curable) within a period of thirty (30) days after the Company has given written notice to Employee;

(ii)been under the influence of drugs (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions) during the performance of his duties under this Agreement;

(iii)engaged in behavior that would constitute grounds for liability for sexual harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state regulatory body) or, in the reasonable opinion of the Board, other egregious conduct violative of laws governing the workplace; or

(iv)been indicted in for a criminal offense in connection with an act of fraud, larceny, misappropriation of funds or falsification or manipulation of any records of the Company or embezzlement or any other felony or crimes of moral turpitude; or

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(v)materially breached this Agreement (in a manner not covered by any of subparagraphs (i) through (iv) of this Section 5(a)) and such breach has not been cured within thirty (30) days after written notice thereof has been given to the Employee by the Company.

(b)Good Reason.“Good Reason” shall mean the occurrence of any of the following conditions which remain uncured for a period of thirty (30) days after the Company’s receipt of written notice thereof:

(i)A material breach by the Company of this Agreement (in a manner not covered by any of subparagraphs (ii) through (iv) of this Section 5(b));

(ii)A material reduction in Base Salary or a change in the bonus program identified in Section 4(c) that materially reduces the Executive’s bonus opportunity;

(iii)A material diminution in Employee’s authorities, duties or responsibilities, including Employee ceasing to serve on the Board of Directors of the Company or of Hyde Park; or

(iv)Relocation of the Company’s executive office located in Buffalo Grove, Illinois, of greater than twenty-five (25) miles.

(c)Disability. A “Disability” shall be deemed to exist if Employee has been unable to substantially perform his duties hereunder for 90 consecutive days or for 180 days in any 365 day period by reason of any physical or mental illness or injury.

(d)Notice of Termination. A “Notice of Termination” shall mean a written notice which, to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment, and sets for the “Termination Date” (as defined below). No purported termination by the Company for Cause or by Employee for Good Reason shall be effective without proper delivery of a Notice of Termination by the terminating party within 90 days of the relevant party’s initial knowledge of the existence of the condition giving rise to the termination.

(e)Termination Date. “Termination Date” shall mean (i) in the case of the Employee’s death, his date of death, (ii) in the case of Disability, the date such Disability first exists as determined in accordance with Section 5(c) above, (iii) in the case of a termination contemplated by Section 5(a) or 5(b) above, the date specified in the Notice of Termination, (iv) in the case of termination by the Company without Cause or resignation by Employee without Good Reason, the date of such termination or resignation, and (v) following delivery of a notice of non-renewal by either party pursuant to Section 2, the last day of the Term.

6.Effect of Termination or Non-Renewal.

(a)Death. In the event of the termination of Employee’s employment as a result of his death, the Company shall:

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(i)pay to his estate the Base Salary earned through the Termination Date (pro rated for any partial month) plus accrued but unpaid vacation and any Bonus in respect of a prior and current year which has been earned but not yet paid; and

(ii)reimburse to Employee’s estate for any expenses pursuant to Section 4(e);

and Employee’s estate shall not have any further entitlement to any other compensation or benefits from the Company or Hyde Park other than as expressly provided herein or pursuant to any Company benefit plans.

(b)For Cause by the Company. In the event that Employee’s employment is terminated by the Company or Hyde Park for Cause, the Company shall:

(i)pay to Employee the Base Salary earned through the Termination Date (pro rated for any partial month) plus accrued but unpaid vacation; and

(ii)reimburse Employee for any expenses pursuant to Section 4(e);

and Employee shall have no further entitlement to any other compensation or benefits from the Company or Hyde Park other than as expressly provided herein or pursuant to any Company benefit plan.

(c)Termination by the Company or Hyde Park without Cause, Disability of Employee, termination by Employee with Good Reason or upon Expiration of the Term. In the event that (A) Employee’s employment is terminated by the Company or Hyde Park without Cause (other than by reason of his death), (B) Employee incurs a Disability, (C) Employee terminates his employment for Good Reason, (D) the Term expires following delivery by Company or Hyde Park of a notice of non-renewal pursuant to Section 2, (E) Employee’s resignation without Good Reason, or (F) expiration of the Term following delivery by Employee of a notice of non-renewal pursuant to Section 2, then the Company shall:

(i)pay to Employee the Base Salary earned through the Termination Date (pro rated for any partial month) plus accrued but unused vacation and any Bonus in respect of a prior and current year which has been earned but not yet paid;

(ii)reimburse Employee for any expenses pursuant to Section 4(e); and

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(iii)subject to the terms of Section 8(a) and 8(b) below, (w) in the event of termination due to Disability, pay Employee 100% of Base Salary and provide health benefits in accordance with Section 4(d) for a period commencing within 30 days of Employee’s termination of employment and ending on a date that is twelve (12) months after the date payment commenced, (x) in the event of expiration of the Term following delivery by Company or Hyde Park of a notice of non-renewal pursuant to Section 2, (A) pay Employee 100% of Base Salary for a period commencing within 30 days of such expiration and ending on a date that is twelve (12) months after the date payment commenced plus (B) pay Employee a pro rata portion of the target bonus in effect for the year of expiration (based on the Company’s performance as of the end of the most recently completed financial quarter) plus 50% of the actual bonus paid in the prior year, plus (C) provide health benefits in accordance with Section 4(d) for the period described in (A) above, (y) at the election of the Company or Hyde Park, in the event of expiration of the Term following delivery by Employee of a notice of non-renewal pursuant to Section 2, (A) pay Employee 100% of Base Salary for a period commencing within 30 days of such expiration and ending on a date that is twelve (12) months after the date payment commenced plus (B) pay Employee a pro rata portion of the target bonus in effect for the year of expiration (based on the Company’s performance as of the end of the most recently completed financial quarter) plus 50% of the actual bonus paid in the prior year, plus (C) provide health benefits in accordance with Section 4(d) for the period described in (A) above, and (z) in the event of Employee’s termination by the Company or Hyde Park without Cause or Employee’s resignation for Good Reason, (A) pay Employee 100% of Base Salary for a period commencing within 30 days of Employee’s termination of employment and ending on a date that is twelve (12) months after the date payment commenced plus (B) pay Employee the target bonus in effect for the year of termination or, if none, the actual bonus paid in the year prior to termination, plus (C) provide health benefits in accordance with Section 4(d) for a period commencing within 30 days of Employee’s termination of employment and ending on a date that is twelve (12) months after the date payment commenced, provided, that all such payments shall be payable in accordance with the Company’s normal payroll practices for its executives and key management personnel subject to Section 6(d) below. Notwithstanding the foregoing, in the event Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and regulations issued thereunder, to the extent required by Code Section 409A, payment of Base Salary and Bonus payable pursuant to this paragraph (iii) shall instead commence on the first day of the seventh month following termination of employment and continue for twelve (12) months thereafter.

As a condition to payment of the above compensation and benefits, Employee must deliver to the Company a general release in favor of the Company and Hyde Park (and their respective directors, officers, employees, successors and assigns) in form and substance reasonably acceptable to the Company, releasing any and all claims of Employee arising out of or by reason of his termination of employment hereunder (the “Release”), and the Release shall not have been revoked by Employee. The Employee shall be under no obligation to seek other employment or otherwise to mitigate the obligations of the Company or Hyde Park under this Agreement.

(d)This Section 6 sets forth the only obligations of the Company and Hyde Park with respect to the termination of Employee’s employment with the Company and Hyde Park, and Employee acknowledges that upon the termination of his employment, he shall not be entitled to any payments or benefits which are not explicitly provided in this Agreement. Except as set forth in section 6(c)(iii) above, any and all payments to Employee or his estate, as the case may be, shall be paid within fifteen (15) business days of the applicable Termination Date.

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7.Protection of Confidential Information.

Employee acknowledges and agrees that he will not divulge to anyone (other than the Company and its affiliates or any persons employed or designated by the Company or in connection with the Employee’s duties hereunder) any knowledge or information of any type whatsoever of a confidential nature relating to the business of the Company or its affiliates, including, without limitation, non-public information concerning the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-public, proprietary and confidential information of the Company or its affiliates, customers or suppliers, that, in any case, is not otherwise available to the public (other than by Employee’s breach of the terms hereof). The provisions of this Section 7 shall apply both during the time that Employee is employed by the Company and thereafter.

8.Restriction of Competition; Interference; and Non-Solicitation.

(a)As a significant inducement to the Company to enter into and perform its obligations under this Agreement, during the Term and the Restricted Period (defined below), if any, Employee shall not anywhere in the United States of America and Canada, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever own, manage, operate, sell, control or participate in the ownership, management, operation, sales or control of or be connected in any manner, including as an employee, advisor or consultant or similar role, with any business engaged directly or indirectly in the Business. Nothing contained herein shall prohibit the Employee from being a passive owner of not more than 5% of the outstanding equity of any class of an entity which is publicly traded. The term “Restricted Period” shall mean the one year period commencing on Termination Date; provided, however, in the case of delivery of a notice of non-renewal by the Employee pursuant to Section 2 above, there is no Restricted Period unless the Company delivers to Employee within ten days of such expiration a written election agreeing to make payments and provide benefits set forth in Section 6(c)(iii). Notwithstanding the foregoing, except in the case of termination by the Company for Cause pursuant to Section 5(a) or resignation by Employee without Good Reason, (x) the Employee’s obligations under this Section 8(a) shall terminate in the event that the Company ceases to make payments and provide benefits pursuant to Section 6(c)(iii), and (y) the Company’s obligation to make payments and provide benefits pursuant to Section 6(c)(iii) shall terminate in the event that Employee ceases to comply with his obligations under this Section 8(a).

(b)In addition to, and not in limitation of, the non-competition covenants set forth above in this Section, the Employee agrees that during the Term and the Restricted Period (defined above), he will not, directly or indirectly, (i) solicit, induce or attempt to induce any executive, employee, consultant or contractor of the Company or its affiliates to terminate his or her employment or his or her services with the Company provided, however, the foregoing restriction will not prohibit contact between Employee and any individual that results from (A) such individual’s response to a general solicitation or advertisement that is not specifically directed or targeted to such Person, or (B) such individual’s own initiative at any time after his or her termination by the Company, or (ii) solicit business away from, or attempt to sell, license or provide products or services the same as the Business to any customer of the Company or their subsidiaries and/or affiliates. Notwithstanding the foregoing, except in the case of termination by the Company for Cause pursuant to Section 5(a) or resignation by Employee without Good Reason, (x) the Employee’s obligations under this Section 8(b) shall terminate in the event that the Company ceases to make payments and provide benefits pursuant to Section 6(c)(iii), and (y) the Company’s obligation to make payments and provide benefits pursuant to Section 6(c)(iii) shall terminate in the event that Employee ceases to comply with his obligations under this Section 8(b).

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(c)The Employee acknowledges (i) the scope and period of restrictions to which the restrictions imposed in this Section applies are fair and reasonable and are reasonably required for the protection of the Company, (ii) this Agreement accurately describes the business to which the restrictions are intended to apply and (iii) the obligations and restrictions provided for herein are an integral part of the consideration motivating the Company to enter into this Agreement;

(d)It is the intent of the parties to this Agreement that the provisions of this Section will be enforced to the fullest extent permissible under applicable law. If any particular provision or portion of this Section is adjudicated to be invalid or unenforceable, the Agreement will be deemed amended to revise that provision or portion to the minimum extent necessary to render it enforceable. Such amendment will apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication was made.

(e)In addition, neither during the Term nor at any time thereafter shall Employee disparage the Company or any of its officers, directors or affiliates by making (or causing others to make) any oral or written statements or representations that could reasonably be construed to be a false and misleading statement of fact or a libelous, slanderous or disparaging statement of or concerning any of the aforementioned persons.

9.Specific Remedies.

(a)It is understood by Employee and the Company that the covenants contained in this Section 9 and in Sections 7 and 8 hereof are essential elements of this Agreement and that, but for the agreement of Employee to comply with such covenants, the Company would not have agreed to enter into this Agreement. The Company and Employee have independently consulted with their respective counsel and have been advised concerning the reasonableness and propriety of such covenants with specific regard to the nature of the business conducted by the Company and all interests of the Company. Employee agrees that the covenants contained in Sections 7 and 8 are reasonable and valid, and that a breach by Employee of any of such covenants shall be deemed to be a breach of a material provision of this Agreement. Employee acknowledges that the Company will have no adequate remedy at law if Employee violates the provisions of Sections 7 or 8 and that the Company shall have the right upon application to any court of proper jurisdiction to a temporary restraining order, preliminary injunction, injunction, specific performance or other equitable relief.

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10.Indemnification; Insurance.

In addition to any rights to indemnification to which Employee is entitled under the Company’s or Hyde Park’s charter and by-laws, to the extent permitted by applicable law, the Company and Hyde Park will indemnify, from the assets of the Company and Hyde Park supplemented by insurance, Employee at all times, during and after the Term, and, to the maximum extent permitted by applicable law, shall pay Employee’s expenses (including reasonable attorneys’ fees and expenses, which shall be paid in advance by the Company as incurred, subject to recoupment in accordance with applicable law) in connection with any threatened or actual action, suit or proceeding to which Employee may be made a party, brought by any shareholder of the Company or Hyde Park directly or derivatively or by any third party by reason of any act or omission or alleged act or omission in relation to any affairs of the Company or Hyde Park or any subsidiary or affiliate of the Company or Hyde Park of Employee as an officer, director or employee of the Company or Hyde Park or any subsidiary or affiliate of the Company or Hyde Park. The Company and Hyde Park shall maintain during the Term and thereafter directors’ and officers’ liability insurance coverage sufficient, as reasonably determined by the Board of Hyde Park, to satisfy any indemnification obligation of Company or Hyde Park arising under this Section 10.

11.Independence; Severability and Non-Exclusivity.

Each of the rights enumerated in Sections 7 and 8 hereof and the remedies enumerated in Section 9 hereof shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any provision of this Agreement, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any covenant set forth herein is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form said provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in Section 9 or otherwise in the court of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants.

12.Compliance with Code Section 409A.

For the purpose of complying with Code Section 409A, reimbursement of expenses under Section 4 shall occur no later than December 31 of the year following the year in which the expense was incurred, and payment of a Gross-Up Payment under Section 4(j) shall be made no later than December 31 of the year following the year in which occurs payment of the related tax. In the event of any inconsistency between any provision of this Agreement and Code Section 409A, including any regulatory and administrative guidance issued from time to time thereunder, the provisions of Code Section 409A shall control. It is the intention of the parties hereto that this Agreement satisfy the requirements of Code Section 409A, and the parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Code Section 409A after the date hereof without violating Code Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions of Code Section 409A, the remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Code Section 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement.

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13.Successors; Binding Agreement.

This Agreement is personal to Employee and without the prior written consent of the Company shall not be assignable by Employee otherwise than by will or the laws of descent and distribution. The Company shall be permitted to freely assign its rights, interests and obligations to any parent, subsidiary or affiliate, or to any other third party, which acquires all or substantially all of the stock or assets of the Company. This Agreement shall inure to the benefit of and be enforceable by Employee’s legal representatives.

14.Notices.

Any notice or other communications required or permitted hereunder shall be in writing and shall be deemed effective (i) upon personal delivery, if delivered by hand and followed by notice by mail or facsimile transmission, (ii) three (3) days after the date of deposit in the mails, if mailed by certified or registered mail (return receipt requested), or (iii) on the next business day, if mailed by an overnight mail service to the parties or sent by facsimile transmission,

To the Company:

Essex Crane Rental Corp.

c/o Hyde Park Acquisition Corp.

461 Fifth Avenue, 25^th Floor

New York, NY 10017

Attention: Board of Directors

Facsimile: (212) 644-6262

To Employee:

Ronald Schad

2104 Indian Creek Drive

Manitowoc, WI 54220

Facsimile: (920) 684-6424

or at such other address or telecopy number (or other similar number) as either party may from time to time specify to the other. Any notice, consent or other communication required or permitted to be given hereunder shall have been deemed to be given on the date of mailing, personal delivery or telecopy or other similar means (provided the appropriate answer back is received) thereof and shall be conclusively presumed to have been received on the second business day following the date of mailing or, in the case of personal delivery or telecopy or other similar means, the day of delivery thereof, except that a change of address shall not be effective until actually received.

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15.Headings.

The headings of this Agreement are for convenience of reference only and shall not affect in any manner any of the terms and conditions hereof.

16.Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

17.Modifications and Waivers.

No term, provision or condition of this Agreement may be modified or discharged unless such modification or discharge is authorized by the Board of Directors of the Company and is agreed to in writing and signed by Employee. No waiver by either party hereto of any breach by the other party hereto of any term, provision or condition of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

18.Entire Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior agreements, negotiations and discussions between the parties hereto, there being no extraneous agreements. This Agreement may be amended only in writing executed by the parties hereto affected by such amendment.

19.Law Governing.

Except as otherwise explicitly noted, this Agreement shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to the principles of conflicts of law).

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement on the day and year set forth above.

EMPLOYEE
/s/ Ronald Schad
Ronald Schad
COMPANY
ESSEX CRANE RENTAL CORP.
By:	/s/ Martin A. Kroll
Name: Martin A. Kroll
Title: Senior V.P. & CFO
HYDE PARK ACQUISITION CORPORATION
By:	/s/ Laurence Levy
Name: Laurence Levy
Title: Chief Executive Officer

[Signature page to R. Schad Employment Agreement]

EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

AGREEMENT, dated as of the 31^st day of October, 2008, by and between Essex Crane Rental Corp., a Delaware corporation (the “Company”), Hyde Park Acquisition Corporation, a Delaware corporation (“Hyde Park”), and Martin Kroll (“Employee”).

WHEREAS the Company is an indirect, majority-owned subsidiary of Hyde Park;

WHEREAS the Company is engaged in the business of purchasing, selling, leasing or other provision of new and used cranes (but excluding the manufacturing of cranes) (the “Business”); and

WHEREAS Employee shall serve as Senior Vice President and Chief Financial Officer of the Company and Senior Vice President and Chief Financial Officer of Hyde Park, and Employee, the Company and Hyde Park are desirous of formalizing their understanding for Employee’s employment, all upon the terms and subject to the conditions hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows:

1.Employment.

The Company and Hyde Park agree to employ Employee, and Employee agrees to be employed by the Company and Hyde Park, upon the terms and subject to the conditions of this Agreement.

2.Term.

The term of Employee’s employment under this Agreement (the “Term”) shall commence on the date hereof (the “Commencement Date”) and shall continue until the earlier of (i) the third anniversary of the Commencement Date and (ii) such earlier date on which the Term is terminated pursuant to Section 5. Unless sooner terminated in accordance with Section 5, the Term shall automatically be renewed and extended for successive periods of one (1) year unless either party hereto shall have notified the other party hereto in writing that such extension shall not take effect at least 90 days prior to the end of the initial Term or of any extension.

3.Duties.

During the Term, (i) the Company shall employ the Employee and the Employee shall serve the Company as its Senior Vice President and Chief Financial Officer and (ii) Hyde Park shall employ the Employee and the Employee shall serve Hyde Park as its Senior Vice President and Chief Financial Officer. Subject to the authority and direction of the Chief Executive Officer and the Board of Directors of the Company (the “Board” or “Board of Directors”), the Employee shall have the duties, authorities and responsibilities for the financial affairs of the Company and of Hyde Park, including, without limitation, finance, accounting, tax, legal, human resources, systems, insurance, risk management, equipment leasing and contracts, and shall perform such other duties and exercise such other authorities commensurate with Employee’s position which are or from time to time may be delegated to him by the Chief Executive Officer or the Board of Directors or the Company Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board. The principal location of Employee’s employment shall be at the Company’s executive office located in Buffalo Grove, Illinois. Employee shall devote his entire working time to the affairs of the Company and Hyde Park and shall faithfully and to the best of his ability perform his duties hereunder. Notwithstanding the foregoing, nothing herein shall prohibit Employee from (i) engaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates; (ii) subject to prior approval of the Board of Directors, acting as a director or in a similar role for an entity unrelated to the Company if such role does not give rise to any conflict of interests with the Company or its affiliates; and (iii) engaging in charitable and civic activities, in each case and collectively to an extent that does not materially interfere with the performance of Employee’s duties for the Company and Hyde Park hereunder.

4.Compensation and Benefits.

(a)The Company shall pay to Employee a base salary (the “Base Salary”) at a rate of $242,000 per annum, payable in accordance with the Company’s payroll practices for its executive employees. On each anniversary of the Commencement Date or such other appropriate date as may be agreed by the parties during the Term, the Company shall review the Base Salary and determine if, and by how much, the Base Salary should be increased. Employee’s Base Salary in effect from time to time may not be decreased without Employee’s consent.

(b)The Company and Hyde Park have committed to grant an aggregate number of stock options to senior executives of the Company representing the right to purchase not less than ten percent of the number of shares of stock of Hyde Park issued and outstanding as of the closing date of Hyde Park’s acquisition of the majority of the equity securities of Essex Holdings LLC (the “Closing Date”). The Company shall commission a study to be performed by Towers Perrin (or another nationally recognized senior executive consulting firm as mutually agreed to by the parties) of equity grants for senior executives of a comparable group of companies. Employee shall be granted options to purchase shares of common stock of Hyde Park in such number and on such terms and conditions as determined by the Compensation Committee in accordance with Hyde Park’s 2008 Long Term Incentive Plan, which terms shall be no less favorable to Employee than the terms of grants in the top quartile of senior executives as set forth in such study. Any additional grants of options, restricted stock, share appreciation rights or similar incentive arrangements will be at the discretion of the Compensation Committee of Hyde Park.

(c)For each calendar year ending during the Term, in addition to Base Salary, Employee shall be entitled to receive a cash bonus (“Bonus”) which consists of a percentage of the bonus pool set forth in Exhibit A which shall be no less than such percentage applied in the most recent prior year. The Bonus will be paid by March 15 of the year following the year to which the Bonus relates (e.g., the Bonus for calendar year 2008 will be paid by March 15, 2009).

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(d)During the Term, Employee shall be entitled to participate in those retirement plans, deferred compensation plans, group insurance, life, medical, dental, disability and other benefit plans of the Company at the same level as those benefits are provided by the Company from time to time to other senior executives of the Company. Also, during the Term, Employee shall be entitled to fringe benefits and perquisites at the same level as those benefits are provided by the Company from time to time to other senior executives of the Company generally.

(e)The Company shall promptly pay to Employee the approved reasonable expenses incurred by him in the performance of his duties hereunder in accordance with the Company’s policies in effect from time to time, including, without limitation, those incurred in connection with business related travel or entertainment, or, if such expenses are paid directly by the Employee, shall promptly reimburse him for such payment, provided that Employee provides proper documentation thereof in accordance with the Company’s policy.

(f)Effective as of the Commencement Date, Employee shall be entitled to sixteen (16) days of paid vacation in any full calendar year. On each anniversary of the Commencement Date, Employee shall be entitled to one additional day of paid vacation effective as of the next succeeding calendar year (e.g., on the second anniversary of the Commencement Date, Employee shall be entitled to eighteen (18) days of vacation in the next succeeding calendar year), capped at a maximum of twenty (20) days of paid vacation per annum.

(g)During the Term, Employee shall be entitled to lease an automobile at a maximum monthly cost of not more than $750 and to reimbursement of all related expenses related to the business use of such automobile.

(h)Company shall pay the reasonable costs of Employee’s memberships in work-related professional organizations as are appropriate for one in Employee’s position with the Company.

(i)Reserved

(j)During the Term, the Company shall pay Employee the cost of maintaining his existing fifteen (15) year term life insurance policy. In addition, Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Employee of all taxes related to the Company’s payment of the insurance premium, Employee retains an amount of the Gross-Up Payment equal to the tax imposed. Payment made to Employee pursuant to this paragraph shall occur as soon as administratively feasible following Employee’s payment of the insurance premium and taxes.

(k)The Company may, at its discretion, subscribe for and maintain, on behalf of the Company, life insurance or key-man insurance with respect to Employee in such amount and upon such terms or conditions as the Company may deem reasonable. Employee shall cooperate with the Company in connection with the obtaining of any such policies, including, without limitation, the submission to physical examination and blood testing by a physician or other medical professional selected by the Company. The proceeds of such insurance policies will be owned by the Company, and neither the Employee nor his heirs will have any rights therein or claims thereto.

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5.Termination.

Employee’s employment hereunder shall be terminated as of the applicable Termination Date upon Employee’s death or Disability, upon expiration of the Term in the event of delivery by either party of a notice of non-renewal pursuant to Section 2, termination by the Company without Cause or upon Employee’s voluntarily leaving the employ of the Company without Good Reason, and may also be terminated as of the applicable Termination Date by delivery of a Notice of Termination (i) by the Company for Cause or (ii) by Employee for Good Reason, with each such term defined as follows:

(a)For Cause. A termination for “Cause” is a termination evidenced by a resolution adopted by the Board after finding in good faith that Employee has:

(i)engaged in gross negligence or willful misconduct in connection with or arising out of the performance of his duties hereunder and such negligence or misconduct has not been cured (if curable) within a period of thirty (30) days after the Company has given written notice to Employee;

(ii)been under the influence of drugs (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions) during the performance of his duties under this Agreement;

(iii)engaged in behavior that would constitute grounds for liability for sexual harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state regulatory body) or, in the reasonable opinion of the Board, other egregious conduct violative of laws governing the workplace; or

(iv)been indicted in for a criminal offense in connection with an act of fraud, larceny, misappropriation of funds or falsification or manipulation of any records of the Company or embezzlement or any other felony or crimes of moral turpitude; or

(v)materially breached this Agreement (in a manner not covered by any of subparagraphs (i) through (iv) of this Section 5(a)) and such breach has not been cured within thirty (30) days after written notice thereof has been given to the Employee by the Company.

(b)Good Reason.“Good Reason” shall mean the occurrence of any of the following conditions which remain uncured for a period of thirty (30) days after the Company’s receipt of written notice thereof:

(i)A material breach by the Company of this Agreement (in a manner not covered by any of subparagraphs (ii) through (iv) of this Section 5(b));

(ii)A material reduction in Base Salary or a change in the bonus program identified in Section 4(c) that materially reduces the Executive’s bonus opportunity;

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(iii)A material diminution in Employee’s authorities, duties or responsibilities; or

(iv)Relocation of the Company’s executive office located in Buffalo Grove, Illinois, of greater than twenty-five (25) miles.

(c)Disability. A “Disability” shall be deemed to exist if Employee has been unable to substantially perform his duties hereunder for 90 consecutive days or for 180 days in any 365 day period by reason of any physical or mental illness or injury.

(d)Notice of Termination. A “Notice of Termination” shall mean a written notice which, to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment, and sets for the “Termination Date” (as defined below). No purported termination by the Company for Cause or by Employee for Good Reason shall be effective without proper delivery of a Notice of Termination by the terminating party within 90 days of the relevant party’s initial knowledge of the existence of the condition giving rise to the termination.

(e)Termination Date. “Termination Date” shall mean (i) in the case of the Employee’s death, his date of death, (ii) in the case of Disability, the date such Disability first exists as determined in accordance with Section 5(c) above, (iii) in the case of a termination contemplated by Section 5(a) or 5(b) above, the date specified in the Notice of Termination, (iv) in the case of termination by the Company without Cause or resignation by Employee without Good Reason, the date of such termination or resignation, and (v) following delivery of a notice of non-renewal by either party pursuant to Section 2, the last day of the Term.

6.Effect of Termination or Non-Renewal.

(a)Death. In the event of the termination of Employee’s employment as a result of his death, the Company shall:

(i)pay to his estate the Base Salary earned through the Termination Date (pro rated for any partial month) plus accrued but unpaid vacation and any Bonus in respect of a prior and current year which has been earned but not yet paid; and

(ii)reimburse to Employee’s estate for any expenses pursuant to Section 4(e);

and Employee’s estate shall not have any further entitlement to any other compensation or benefits from the Company or Hyde Park other than as expressly provided herein or pursuant to any Company benefit plans.

(b)For Cause by the Company. In the event that Employee’s employment is terminated by the Company or Hyde Park for Cause, the Company shall:

(i)pay to Employee the Base Salary earned through the Termination Date (pro rated for any partial month) plus accrued but unpaid vacation; and

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(ii)reimburse Employee for any expenses pursuant to Section 4(e);

and Employee shall have no further entitlement to any other compensation or benefits from the Company or Hyde Park other than as expressly provided herein or pursuant to any Company benefit plan.

(c)Termination by the Company or Hyde Park without Cause, Disability of Employee, termination by Employee with Good Reason or upon Expiration of the Term. In the event that (A) Employee’s employment is terminated by the Company or Hyde Park without Cause (other than by reason of his death), (B) Employee incurs a Disability, (C) Employee terminates his employment for Good Reason, (D) the Term expires following delivery by Company or Hyde Park of a notice of non-renewal pursuant to Section 2, (E) expiration of the Term following delivery by Employee of a notice of non-renewal pursuant to Section 2 or (F) Employee’s resignation without Good Reason, then the Company shall:

(i)pay to Employee the Base Salary earned through the Termination Date (pro rated for any partial month) plus accrued but unused vacation and any Bonus in respect of a prior and current year which has been earned but not yet paid;

(ii)reimburse Employee for any expenses pursuant to Section 4(e); and

(iii)subject to the terms of Section 8(a) and 8(b) below, (w) in the event of termination due to Disability, pay Employee 100% of Base Salary and provide health benefits in accordance with Section 4(d) for a period commencing within 30 days of Employee’s termination of employment and ending on a date that is twelve (12) months after the date payment commenced, (x) in the event of expiration of the Term following delivery by Company or Hyde Park of a notice of non-renewal pursuant to Section 2, (A) pay Employee 100% of Base Salary for a period commencing within 30 days of such expiration and ending on a date that is twelve (12) months after the date payment commenced plus (B) pay Employee a pro rata portion of the target bonus in effect for the year of expiration (based on the Company’s performance as of the end of the most recently completed financial quarter) plus 50% of the actual bonus paid in the prior year, plus (C) provide health benefits in accordance with Section 4(d) for the period described in (A) above, (y) at the election of the Company or Hyde Park, in the event of expiration of the Term following delivery by Employee of a notice of non-renewal pursuant to Section 2, (A) pay Employee 100% of Base Salary for a period commencing within 30 days of such expiration and ending on a date that is twelve (12) months after the date payment commenced plus (B) pay Employee a pro rata portion of the target bonus in effect for the year of expiration (based on the Company’s performance as of the end of the most recently completed financial quarter) plus 50% of the actual bonus paid in the prior year, plus (C) provide health benefits in accordance with Section 4(d) for the period described in (A) above, and (z) in the event of Employee’s termination by the Company or Hyde Park without Cause or Employee’s resignation for Good Reason, (A) pay Employee 100% of Base Salary for a period commencing within 30 days of Employee’s termination of employment and ending on a date that is twelve (12) months after the date payment commenced plus (B) pay Employee the target bonus in effect for the year of termination or, if none, the actual bonus paid in the year prior to termination, plus (C) provide health benefits in accordance with Section 4(d) for a period commencing within 30 days of Employee’s termination of employment and ending on a date that is twelve (12) months after the date payment commenced, provided, that all such payments shall be payable in accordance with the Company’s normal payroll practices for its executives and key management personnel subject to Section 6(d) below. Notwithstanding the foregoing, in the event Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and regulations issued thereunder, to the extent required by Code Section 409A, payment of Base Salary and Bonus payable pursuant to this paragraph (iii) shall instead commence on the first day of the seventh month following termination of employment and continue for twelve (12) months thereafter.

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As a condition to payment of the above compensation and benefits, Employee must deliver to the Company a general release in favor of the Company and Hyde Park (and their respective directors, officers, employees, successors and assigns) in form and substance reasonably acceptable to the Company, releasing any and all claims of Employee arising out of or by reason of his termination of employment hereunder (the “Release”), and the Release shall not have been revoked by Employee. The Employee shall be under no obligation to seek other employment or otherwise to mitigate the obligations of the Company or Hyde Park under this Agreement.

(d)This Section 6 sets forth the only obligations of the Company and Hyde Park with respect to the termination of Employee’s employment with the Company and Hyde Park, and Employee acknowledges that upon the termination of his employment, he shall not be entitled to any payments or benefits which are not explicitly provided in this Agreement. Except as set forth in section 6(c)(iii) above, any and all payments to Employee or his estate, as the case may be, shall be paid within fifteen (15) business days of the applicable Termination Date.

7.Protection of Confidential Information.

Employee acknowledges and agrees that he will not divulge to anyone (other than the Company and its affiliates or any persons employed or designated by the Company or in connection with the Employee’s duties hereunder) any knowledge or information of any type whatsoever of a confidential nature relating to the business of the Company or its affiliates, including, without limitation, non-public information concerning the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-public, proprietary and confidential information of the Company or its affiliates, customers or suppliers, that, in any case, is not otherwise available to the public (other than by Employee’s breach of the terms hereof). The provisions of this Section 7 shall apply both during the time that Employee is employed by the Company and thereafter.

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8.Restriction of Competition; Interference; and Non-Solicitation.

(a)As a significant inducement to the Company to enter into and perform its obligations under this Agreement, during the Term and the Restricted Period (defined below), if any, Employee shall not anywhere in the United States of America and Canada, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever own, manage, operate, sell, control or participate in the ownership, management, operation, sales or control of or be connected in any manner, including as an employee, advisor or consultant or similar role, with any business engaged directly or indirectly in the Business. Nothing contained herein shall prohibit the Employee from being a passive owner of not more than 5% of the outstanding equity of any class of an entity which is publicly traded. The term “Restricted Period” shall mean the one year period commencing on Termination Date; provided, however, in the case of delivery of a notice of non-renewal by the Employee pursuant to Section 2 above, there is no Restricted Period unless the Company delivers to Employee within ten days of such expiration a written election agreeing to make payments and provide benefits set forth in Section 6(c)(iii). Notwithstanding the foregoing, except in the case of termination by the Company for Cause pursuant to Section 5(a) or resignation by Employee without Good Reason, (x) the Employee’s obligations under this Section 8(a) shall terminate in the event that the Company ceases to make payments and provide benefits pursuant to Section 6(c)(iii), and (y) the Company’s obligation to make payments and provide benefits pursuant to Section 6(c)(iii) shall terminate in the event that Employee ceases to comply with his obligations under this Section 8(a).

(b)In addition to, and not in limitation of, the non-competition covenants set forth above in this Section, the Employee agrees that during the Term and the Restricted Period (defined above), he will not, directly or indirectly, (i) solicit, induce or attempt to induce any executive, employee, consultant or contractor of the Company or its affiliates to terminate his or her employment or his or her services with the Company provided, however, the foregoing restriction will not prohibit contact between Employee and any individual that results from (A) such individual’s response to a general solicitation or advertisement that is not specifically directed or targeted to such Person, or (B) such individual’s own initiative at any time after his or her termination by the Company, or (ii) solicit business away from, or attempt to sell, license or provide products or services the same as the Business to any customer of the Company or their subsidiaries and/or affiliates. Notwithstanding the foregoing, except in the case of termination by the Company for Cause pursuant to Section 5(a) or resignation by Employee without Good Reason, (x) the Employee’s obligations under this Section 8(b) shall terminate in the event that the Company ceases to make payments and provide benefits pursuant to Section 6(c)(iii), and (y) the Company’s obligation to make payments and provide benefits pursuant to Section 6(c)(iii) shall terminate in the event that Employee ceases to comply with his obligations under this Section 8(b).

(c)The Employee acknowledges (i) the scope and period of restrictions to which the restrictions imposed in this Section applies are fair and reasonable and are reasonably required for the protection of the Company, (ii) this Agreement accurately describes the business to which the restrictions are intended to apply and (iii) the obligations and restrictions provided for herein are an integral part of the consideration motivating the Company to enter into this Agreement;

(d)It is the intent of the parties to this Agreement that the provisions of this Section will be enforced to the fullest extent permissible under applicable law. If any particular provision or portion of this Section is adjudicated to be invalid or unenforceable, the Agreement will be deemed amended to revise that provision or portion to the minimum extent necessary to render it enforceable. Such amendment will apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication was made.

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(e)In addition, neither during the Term nor at any time thereafter shall Employee disparage the Company or any of its officers, directors or affiliates by making (or causing others to make) any oral or written statements or representations that could reasonably be construed to be a false and misleading statement of fact or a libelous, slanderous or disparaging statement of or concerning any of the aforementioned persons.

9.Specific Remedies.

(a)It is understood by Employee and the Company that the covenants contained in this Section 9 and in Sections 7 and 8 hereof are essential elements of this Agreement and that, but for the agreement of Employee to comply with such covenants, the Company would not have agreed to enter into this Agreement. The Company and Employee have independently consulted with their respective counsel and have been advised concerning the reasonableness and propriety of such covenants with specific regard to the nature of the business conducted by the Company and all interests of the Company. Employee agrees that the covenants contained in Sections 7 and 8 are reasonable and valid, and that a breach by Employee of any of such covenants shall be deemed to be a breach of a material provision of this Agreement. Employee acknowledges that the Company will have no adequate remedy at law if Employee violates the provisions of Sections 7 or 8 and that the Company shall have the right upon application to any court of proper jurisdiction to a temporary restraining order, preliminary injunction, injunction, specific performance or other equitable relief.

10.Indemnification; Insurance.

In addition to any rights to indemnification to which Employee is entitled under the Company’s or Hyde Park’s charter and by-laws, to the extent permitted by applicable law, the Company and Hyde Park will indemnify, from the assets of the Company and Hyde Park supplemented by insurance, Employee at all times, during and after the Term, and, to the maximum extent permitted by applicable law, shall pay Employee’s expenses (including reasonable attorneys’ fees and expenses, which shall be paid in advance by the Company as incurred, subject to recoupment in accordance with applicable law) in connection with any threatened or actual action, suit or proceeding to which Employee may be made a party, brought by any shareholder of the Company or Hyde Park directly or derivatively or by any third party by reason of any act or omission or alleged act or omission in relation to any affairs of the Company or Hyde Park or any subsidiary or affiliate of the Company or Hyde Park of Employee as an officer, director or employee of the Company or Hyde Park or any subsidiary or affiliate of the Company or Hyde Park. The Company and Hyde Park shall maintain during the Term and thereafter directors’ and officers’ liability insurance coverage sufficient, as reasonably determined by the Board of Hyde Park, to satisfy any indemnification obligation of Company or Hyde Park arising under this Section 10.

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11.Independence; Severability and Non-Exclusivity.

Each of the rights enumerated in Sections 7 and 8 hereof and the remedies enumerated in Section 9 hereof shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any provision of this Agreement, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any covenant set forth herein is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form said provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in Section 9 or otherwise in the court of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants.

12.Compliance with Code Section 409A.

For the purpose of complying with Code Section 409A, reimbursement of expenses under Section 4 shall occur no later than December 31 of the year following the year in which the expense was incurred, and payment of a Gross-Up Payment under Section 4(j) shall be made no later than December 31 of the year following the year in which occurs payment of the related tax. In the event of any inconsistency between any provision of this Agreement and Code Section 409A, including any regulatory and administrative guidance issued from time to time thereunder, the provisions of Code Section 409A shall control. It is the intention of the parties hereto that this Agreement satisfy the requirements of Code Section 409A, and the parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Code Section 409A after the date hereof without violating Code Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions of Code Section 409A, the remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Code Section 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement.

13.Successors; Binding Agreement.

This Agreement is personal to Employee and without the prior written consent of the Company shall not be assignable by Employee otherwise than by will or the laws of descent and distribution. The Company shall be permitted to freely assign its rights, interests and obligations to any parent, subsidiary or affiliate, or to any other third party, which acquires all or substantially all of the stock or assets of the Company. This Agreement shall inure to the benefit of and be enforceable by Employee’s legal representatives.

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14.Notices.

Any notice or other communications required or permitted hereunder shall be in writing and shall be deemed effective (i) upon personal delivery, if delivered by hand and followed by notice by mail or facsimile transmission, (ii) three (3) days after the date of deposit in the mails, if mailed by certified or registered mail (return receipt requested), or (iii) on the next business day, if mailed by an overnight mail service to the parties or sent by facsimile transmission,

To the Company:

Essex Crane Rental Corp.

1110 Lake Cook Road, Suite 220

Buffalo Grove, Illinois 60089

Fax : (847) 215-6535

Attention: Chief Executive Officer

With a copy to:

Hyde Park Acquisition Corp.

461 Fifth Avenue, 25 Floor

New York, NY 10017

Attention: Laurence S. Levy and Edward Levy

Fax: (212) 644-6262

To Employee:

Martin Kroll

36w802 Red Gate Ct.

St. Charles, IL 60175

Facsimile: ____________

or at such other address or telecopy number (or other similar number) as either party may from time to time specify to the other. Any notice, consent or other communication required or permitted to be given hereunder shall have been deemed to be given on the date of mailing, personal delivery or telecopy or other similar means (provided the appropriate answer back is received) thereof and shall be conclusively presumed to have been received on the second business day following the date of mailing or, in the case of personal delivery or telecopy or other similar means, the day of delivery thereof, except that a change of address shall not be effective until actually received.

15.Headings.

The headings of this Agreement are for convenience of reference only and shall not affect in any manner any of the terms and conditions hereof.

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16.Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

17.Modifications and Waivers.

No term, provision or condition of this Agreement may be modified or discharged unless such modification or discharge is authorized by the Board of Directors of the Company and is agreed to in writing and signed by Employee. No waiver by either party hereto of any breach by the other party hereto of any term, provision or condition of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

18.Entire Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior agreements, negotiations and discussions between the parties hereto, there being no extraneous agreements. This Agreement may be amended only in writing executed by the parties hereto affected by such amendment.

19.Law Governing.

Except as otherwise explicitly noted, this Agreement shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to the principles of conflicts of law).

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement on the day and year set forth above.

EMPLOYEE
/s/ Martin A. Kroll
Martin Kroll
COMPANY
ESSEX CRANE RENTAL CORP.
By:	/s/ Ronald Schad
Name: Ronald Schad
Title: President & CEO
HYDE PARK ACQUISITION CORPORATION
By:	/s/ Laurence Levy
Name: Laurence Levy
Title: Chief Executive Officer

[Signature page to M. Kroll Employment Agreement]

EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

AGREEMENT, dated as of the 31^st day of October, 2008, by and between Essex Crane Rental Corp., a Delaware corporation (the “Company”), Hyde Park Acquisition Corporation, a Delaware corporation (“Hyde Park”), and William L. Erwin (“Employee”).

WHEREAS the Company is an indirect, majority-owned subsidiary of Hyde Park;

WHEREAS the Company is engaged in the business of purchasing, selling, leasing or other provision of new and used cranes (but excluding the manufacturing of cranes) (the “Business”); and

WHEREAS Employee shall serve as Vice President Operations and Customer Support of the Company, and Employee and the Company are desirous of formalizing their understanding for Employee’s employment, all upon the terms and subject to the conditions hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows:

1.Employment.

The Company agrees to employ Employee, and Employee agrees to be employed by the Company, upon the terms and subject to the conditions of this Agreement.

2.Term.

The term of Employee’s employment under this Agreement (the “Term”) shall commence on the date hereof (the “Commencement Date”) and shall continue until the earlier of (i) the third anniversary of the Commencement Date and (ii) such earlier date on which the Term is terminated pursuant to Section 5. Unless sooner terminated in accordance with Section 5, the Term shall automatically be renewed and extended for successive periods of one (1) year unless either party hereto shall have notified the other party hereto in writing that such extension shall not take effect at least 90 days prior to the end of the initial Term or of any extension.

3.Duties.

During the Term, the Company shall employ the Employee and the Employee shall serve the Company as its Vice President Operations and Customer Support. Subject to the authority and direction of the Chief Executive Officer and the Board of Directors of the Company (the “Board” or “Board of Directors”), the Employee shall have the duties, authorities and responsibilities for the operations function of the Company, including, without limitation, purchasing, machinery, fleet management, equipment, service support and yard operations, and shall perform such other duties and exercise such other authorities commensurate with Employee’s position which are or from time to time may be delegated to him by the Chief Executive Officer or the Board of Directors or the Company Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board. The principal location of Employee’s employment shall be at the Company’s executive office located in Buffalo Grove, Illinois. Employee shall devote his entire working time to the affairs of the Company and shall faithfully and to the best of his ability perform his duties hereunder. Notwithstanding the foregoing, nothing herein shall prohibit Employee from (i) engaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates; (ii) subject to prior approval of the Board of Directors, acting as a director or in a similar role for an entity unrelated to the Company if such role does not give rise to any conflict of interests with the Company or its affiliates; and (iii) engaging in charitable and civic activities, in each case and collectively to an extent that does not materially interfere with the performance of Employee’s duties for the Company hereunder.

4.Compensation and Benefits.

(a)The Company shall pay to Employee a base salary (the “Base Salary”) at a rate of $184,000 per annum, payable in accordance with the Company’s payroll practices for its executive employees. On each anniversary of the Commencement Date or such other appropriate date as may be agreed by the parties during the Term, the Company shall review the Base Salary and determine if, and by how much, the Base Salary should be increased. Employee’s Base Salary in effect from time to time may not be decreased without Employee’s consent.

(b)The Company and Hyde Park have committed to grant an aggregate number of stock options to senior executives of the Company representing the right to purchase not less than ten percent of the number of shares of stock of Hyde Park issued and outstanding as of the closing date of Hyde Park’s acquisition of the majority of the equity securities of Essex Holdings LLC (the “Closing Date”). The Company shall commission a study to be performed by Towers Perrin (or another nationally recognized senior executive consulting firm as mutually agreed to by the parties) of equity grants for senior executives of a comparable group of companies. Employee shall be granted options to purchase shares of common stock of Hyde Park in such number and on such terms and conditions as determined by the Compensation Committee in accordance with Hyde Park’s 2008 Long Term Incentive Plan, which terms shall be no less favorable to Employee than the terms of grants in the top quartile of senior executives as set forth in such study. Any additional grants of options, restricted stock, share appreciation rights or similar incentive arrangements will be at the discretion of the Compensation Committee of Hyde Park.

(c)For each calendar year ending during the Term, in addition to Base Salary, Employee shall be entitled to receive a cash bonus (“Bonus”) which consists of a percentage of the bonus pool set forth in Exhibit A which shall be no less than such percentage applied in the most recent prior year. The Bonus will be paid by March 15 of the year following the year to which the Bonus relates (e.g., the Bonus for calendar year 2008 will be paid by March 15, 2009).

(d)During the Term, Employee shall be entitled to participate in those retirement plans, deferred compensation plans, group insurance, life, medical, dental, disability and other benefit plans of the Company at the same level as those benefits are provided by the Company from time to time to other senior executives of the Company. Also, during the Term, Employee shall be entitled to fringe benefits and perquisites at the same level as those benefits are provided by the Company from time to time to other senior executives of the Company generally.

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(e)The Company shall promptly pay to Employee the approved reasonable expenses incurred by him in the performance of his duties hereunder in accordance with the Company’s policies in effect from time to time, including, without limitation, those incurred in connection with business related travel or entertainment, or, if such expenses are paid directly by the Employee, shall promptly reimburse him for such payment, provided that Employee provides proper documentation thereof in accordance with the Company’s policy. The Company acknowledges that Employee shall commute throughout the Term from his residence in Winter Springs, Florida, or such other location, to the Company’s facilities, including the Company’s executive office located in Buffalo Grove, Illinois. The Company shall pay Employee’s reasonably incurred commuting expenses consistent with past practices in addition to the automobile lease allowance and expenses provided in Section 4(f).

(f)Effective as of the Commencement Date, Employee shall be entitled to fifteen (15) days of paid vacation in any full calendar year. On each anniversary of the Commencement Date, Employee shall be entitled to one additional day of paid vacation effective as of the next succeeding calendar year (e.g., on the second anniversary of the Commencement Date, Employee shall be entitled to seventeen (17) days of vacation in the next succeeding calendar year), capped at a maximum of twenty (20) days of paid vacation per annum.

(g)During the Term, Employee shall be entitled to lease an automobile at a maximum monthly cost of not more than $750 and to reimbursement of all related expenses related to the business use of such automobile.

(h)Company shall pay the reasonable costs of Employee’s memberships in work-related professional organizations as are appropriate for one in Employee’s position with the Company.

(i)Reserved

(j)During the Term, the Company shall pay Employee the cost of maintaining his existing fifteen (15) year term life insurance policy. In addition, Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Employee of all taxes related to the Company’s payment of the insurance premium, Employee retains an amount of the Gross-Up Payment equal to the tax imposed. Payment made to Employee pursuant to this paragraph shall occur as soon as administratively feasible following Employee’s payment of the insurance premium and taxes.

(k)The Company may, at its discretion, subscribe for and maintain, on behalf of the Company, life insurance or key-man insurance with respect to Employee in such amount and upon such terms or conditions as the Company may deem reasonable. Employee shall cooperate with the Company in connection with the obtaining of any such policies, including, without limitation, the submission to physical examination and blood testing by a physician or other medical professional selected by the Company. The proceeds of such insurance policies will be owned by the Company, and neither the Employee nor his heirs will have any rights therein or claims thereto.

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5.Termination.

Employee’s employment hereunder shall be terminated as of the applicable Termination Date upon Employee’s death or Disability, upon expiration of the Term in the event of delivery by either party of a notice of non-renewal pursuant to Section 2, termination by the Company without Cause or upon Employee’s voluntarily leaving the employ of the Company without Good Reason, and may also be terminated as of the applicable Termination Date by delivery of a Notice of Termination (i) by the Company for Cause or (ii) by Employee for Good Reason, with each such term defined as follows:

(a)For Cause. A termination for “Cause” is a termination evidenced by a resolution adopted by the Board after finding in good faith that Employee has:

(i)engaged in gross negligence or willful misconduct in connection with or arising out of the performance of his duties hereunder and such negligence or misconduct has not been cured (if curable) within a period of thirty (30) days after the Company has given written notice to Employee;

(ii)been under the influence of drugs (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions) during the performance of his duties under this Agreement;

(iii)engaged in behavior that would constitute grounds for liability for sexual harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state regulatory body) or, in the reasonable opinion of the Board, other egregious conduct violative of laws governing the workplace; or

(iv)been indicted in for a criminal offense in connection with an act of fraud, larceny, misappropriation of funds or falsification or manipulation of any records of the Company or embezzlement or any other felony or crimes of moral turpitude; or

(v)materially breached this Agreement (in a manner not covered by any of subparagraphs (i) through (iv) of this Section 5(a)) and such breach has not been cured within thirty (30) days after written notice thereof has been given to the Employee by the Company.

(b)Good Reason.“Good Reason” shall mean the occurrence of any of the following conditions which remain uncured for a period of thirty (30) days after the Company’s receipt of written notice thereof:

(i)A material breach by the Company of this Agreement (in a manner not covered by any of subparagraphs (ii) through (iv) of this Section 5(b));

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(ii)A material reduction in Base Salary or a change in the bonus program identified in Section 4(c) that materially reduces the Executive’s bonus opportunity;

(iii)A material diminution in Employee’s authorities, duties or responsibilities; or

(iv)Relocation of the Company’s executive office located in Buffalo Grove, Illinois, of greater than twenty-five (25) miles.

(c)Disability. A “Disability” shall be deemed to exist if Employee has been unable to substantially perform his duties hereunder for 90 consecutive days or for 180 days in any 365 day period by reason of any physical or mental illness or injury.

(d)Notice of Termination. A “Notice of Termination” shall mean a written notice which, to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment, and sets for the “Termination Date” (as defined below). No purported termination by the Company for Cause or by Employee for Good Reason shall be effective without proper delivery of a Notice of Termination by the terminating party within 90 days of the relevant party’s initial knowledge of the existence of the condition giving rise to the termination.

(e)Termination Date. “Termination Date” shall mean (i) in the case of the Employee’s death, his date of death, (ii) in the case of Disability, the date such Disability first exists as determined in accordance with Section 5(c) above, (iii) in the case of a termination contemplated by Section 5(a) or 5(b) above, the date specified in the Notice of Termination, (iv) in the case of termination by the Company without Cause or resignation by Employee without Good Reason, the date of such termination or resignation, and (v) following delivery of a notice of non-renewal by either party pursuant to Section 2, the last day of the Term.

6.Effect of Termination or Non-Renewal.

(a)Death. In the event of the termination of Employee’s employment as a result of his death, the Company shall:

(i)pay to his estate the Base Salary earned through the Termination Date (pro rated for any partial month) plus accrued but unpaid vacation and any Bonus in respect of a prior and current year which has been earned but not yet paid; and

(ii)reimburse to Employee’s estate for any expenses pursuant to Section 4(e);

and Employee’s estate shall not have any further entitlement to any other compensation or benefits from the Company or Hyde Park other than as expressly provided herein or pursuant to any Company benefit plans.

(b)For Cause by the Company. In the event that Employee’s employment is terminated by the Company for Cause, the Company shall:

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(i)pay to Employee the Base Salary earned through the Termination Date (pro rated for any partial month) plus accrued but unpaid vacation; and

(ii)reimburse Employee for any expenses pursuant to Section 4(e);

and Employee shall have no further entitlement to any other compensation or benefits from the Company or Hyde Park other than as expressly provided herein or pursuant to any Company benefit plan.

(c)Termination by the Company without Cause, Disability of Employee, termination by Employee with Good Reason or upon Expiration of the Term. In the event that (A) Employee’s employment is terminated by the Company without Cause (other than by reason of his death), (B) Employee incurs a Disability, (C) Employee terminates his employment for Good Reason, (D) the Term expires following delivery by Company of a notice of non-renewal pursuant to Section 2, (E) expiration of the Term following delivery by Employee of a notice of non-renewal pursuant to Section 2 or (F) Employee’s resignation without Good Reason, then the Company shall:

(i)pay to Employee the Base Salary earned through the Termination Date (pro rated for any partial month) plus accrued but unused vacation and any Bonus in respect of a prior and current year which has been earned but not yet paid;

(ii)reimburse Employee for any expenses pursuant to Section 4(e); and

(iii)subject to the terms of Section 8(a) and 8(b) below, (w) in the event of termination due to Disability, pay Employee 100% of Base Salary and provide health benefits in accordance with Section 4(d) for a period commencing within 30 days of Employee’s termination of employment and ending on a date that is twelve (12) months after the date payment commenced, (x) in the event of expiration of the Term following delivery by Company of a notice of non-renewal pursuant to Section 2, (A) pay Employee 100% of Base Salary for a period commencing within 30 days of such expiration and ending on a date that is twelve (12) months after the date payment commenced plus (B) pay Employee a pro rata portion of the target bonus in effect for the year of expiration (based on the Company’s performance as of the end of the most recently completed financial quarter) plus 50% of the actual bonus paid in the prior year, plus (C) provide health benefits in accordance with Section 4(d) for the period described in (A) above, (y) at the election of the Company, in the event of expiration of the Term following delivery by Employee of a notice of non-renewal pursuant to Section 2, (A) pay Employee 100% of Base Salary for a period commencing within 30 days of such expiration and ending on a date that is twelve (12) months after the date payment commenced plus (B) pay Employee a pro rata portion of the target bonus in effect for the year of expiration (based on the Company’s performance as of the end of the most recently completed financial quarter) plus 50% of the actual bonus paid in the prior year, plus (C) provide health benefits in accordance with Section 4(d) for the period described in (A) above, and (z) in the event of Employee’s termination by the Company without Cause or Employee’s resignation for Good Reason, (A) pay Employee 100% of Base Salary for a period commencing within 30 days of Employee’s termination of employment and ending on a date that is twelve (12) months after the date payment commenced plus (B) pay Employee the target bonus in effect for the year of termination or, if none, the actual bonus paid in the year prior to termination, plus (C) provide health benefits in accordance with Section 4(d) for a period commencing within 30 days of Employee’s termination of employment and ending on a date that is twelve (12) months after the date payment commenced, provided, that all such payments shall be payable in accordance with the Company’s normal payroll practices for its executives and key management personnel subject to Section 6(d) below. Notwithstanding the foregoing, in the event Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and regulations issued thereunder, to the extent required by Code Section 409A, payment of Base Salary and Bonus payable pursuant to this paragraph (iii) shall instead commence on the first day of the seventh month following termination of employment and continue for twelve (12) months thereafter.

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As a condition to payment of the above compensation and benefits, Employee must deliver to the Company a general release in favor of the Company and Hyde Park (and their respective directors, officers, employees, successors and assigns) in form and substance reasonably acceptable to the Company, releasing any and all claims of Employee arising out of or by reason of his termination of employment hereunder (the “Release”), and the Release shall not have been revoked by Employee. The Employee shall be under no obligation to seek other employment or otherwise to mitigate the obligations of the Company under this Agreement.

(d)This Section 6 sets forth the only obligations of the Company and Hyde Park with respect to the termination of Employee’s employment with the Company, and Employee acknowledges that upon the termination of his employment, he shall not be entitled to any payments or benefits which are not explicitly provided in this Agreement. Except as set forth in section 6(c)(iii) above, any and all payments to Employee or his estate, as the case may be, shall be paid within fifteen (15) business days of the applicable Termination Date.

7.Protection of Confidential Information.

Employee acknowledges and agrees that he will not divulge to anyone (other than the Company and its affiliates or any persons employed or designated by the Company or in connection with the Employee’s duties hereunder) any knowledge or information of any type whatsoever of a confidential nature relating to the business of the Company or its affiliates, including, without limitation, non-public information concerning the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-public, proprietary and confidential information of the Company or its affiliates, customers or suppliers, that, in any case, is not otherwise available to the public (other than by Employee’s breach of the terms hereof). The provisions of this Section 7 shall apply both during the time that Employee is employed by the Company and thereafter.

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8.Restriction of Competition; Interference; and Non-Solicitation.

(a)As a significant inducement to the Company to enter into and perform its obligations under this Agreement, during the Term and the Restricted Period (defined below), if any, Employee shall not anywhere in the United States of America and Canada, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever own, manage, operate, sell, control or participate in the ownership, management, operation, sales or control of or be connected in any manner, including as an employee, advisor or consultant or similar role, with any business engaged directly or indirectly in the Business. Nothing contained herein shall prohibit the Employee from being a passive owner of not more than 5% of the outstanding equity of any class of an entity which is publicly traded. The term “Restricted Period” shall mean the one year period commencing on Termination Date; provided, however, in the case of delivery of a notice of non-renewal by the Employee pursuant to Section 2 above, there is no Restricted Period unless the Company delivers to Employee within ten days of such expiration a written election agreeing to make payments and provide benefits set forth in Section 6(c)(iii). Notwithstanding the foregoing, except in the case of termination by the Company for Cause pursuant to Section 5(a) or resignation by Employee without Good Reason, (x) the Employee’s obligations under this Section 8(a) shall terminate in the event that the Company ceases to make payments and provide benefits pursuant to Section 6(c)(iii), and (y) the Company’s obligation to make payments and provide benefits pursuant to Section 6(c)(iii) shall terminate in the event that Employee ceases to comply with his obligations under this Section 8(a).

(b)In addition to, and not in limitation of, the non-competition covenants set forth above in this Section, the Employee agrees that during the Term and the Restricted Period (defined above), he will not, directly or indirectly, (i) solicit, induce or attempt to induce any executive, employee, consultant or contractor of the Company or its affiliates to terminate his or her employment or his or her services with the Company provided, however, the foregoing restriction will not prohibit contact between Employee and any individual that results from (A) such individual’s response to a general solicitation or advertisement that is not specifically directed or targeted to such Person, or (B) such individual’s own initiative at any time after his or her termination by the Company, or (ii) solicit business away from, or attempt to sell, license or provide products or services the same as the Business to any customer of the Company or their subsidiaries and/or affiliates. Notwithstanding the foregoing, except in the case of termination by the Company for Cause pursuant to Section 5(a) or resignation by Employee without Good Reason, (x) the Employee’s obligations under this Section 8(b) shall terminate in the event that the Company ceases to make payments and provide benefits pursuant to Section 6(c)(iii), and (y) the Company’s obligation to make payments and provide benefits pursuant to Section 6(c)(iii) shall terminate in the event that Employee ceases to comply with his obligations under this Section 8(b).

(c)The Employee acknowledges (i) the scope and period of restrictions to which the restrictions imposed in this Section applies are fair and reasonable and are reasonably required for the protection of the Company, (ii) this Agreement accurately describes the business to which the restrictions are intended to apply and (iii) the obligations and restrictions provided for herein are an integral part of the consideration motivating the Company to enter into this Agreement;

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(d)It is the intent of the parties to this Agreement that the provisions of this Section will be enforced to the fullest extent permissible under applicable law. If any particular provision or portion of this Section is adjudicated to be invalid or unenforceable, the Agreement will be deemed amended to revise that provision or portion to the minimum extent necessary to render it enforceable. Such amendment will apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication was made.

(e)In addition, neither during the Term nor at any time thereafter shall Employee disparage the Company or any of its officers, directors or affiliates by making (or causing others to make) any oral or written statements or representations that could reasonably be construed to be a false and misleading statement of fact or a libelous, slanderous or disparaging statement of or concerning any of the aforementioned persons.

9.Specific Remedies.

(a)It is understood by Employee and the Company that the covenants contained in this Section 9 and in Sections 7 and 8 hereof are essential elements of this Agreement and that, but for the agreement of Employee to comply with such covenants, the Company would not have agreed to enter into this Agreement. The Company and Employee have independently consulted with their respective counsel and have been advised concerning the reasonableness and propriety of such covenants with specific regard to the nature of the business conducted by the Company and all interests of the Company. Employee agrees that the covenants contained in Sections 7 and 8 are reasonable and valid, and that a breach by Employee of any of such covenants shall be deemed to be a breach of a material provision of this Agreement. Employee acknowledges that the Company will have no adequate remedy at law if Employee violates the provisions of Sections 7 or 8 and that the Company shall have the right upon application to any court of proper jurisdiction to a temporary restraining order, preliminary injunction, injunction, specific performance or other equitable relief.

10.Indemnification; Insurance.

In addition to any rights to indemnification to which Employee is entitled under the Company’s or Hyde Park’s charter and by-laws, to the extent permitted by applicable law, the Company and Hyde Park will indemnify, from the assets of the Company and Hyde Park supplemented by insurance, Employee at all times, during and after the Term, and, to the maximum extent permitted by applicable law, shall pay Employee’s expenses (including reasonable attorneys’ fees and expenses, which shall be paid in advance by the Company as incurred, subject to recoupment in accordance with applicable law) in connection with any threatened or actual action, suit or proceeding to which Employee may be made a party, brought by any shareholder of the Company or Hyde Park directly or derivatively or by any third party by reason of any act or omission or alleged act or omission in relation to any affairs of the Company or Hyde Park or any subsidiary or affiliate of the Company or Hyde Park of Employee as an officer, director or employee of the Company or Hyde Park or any subsidiary or affiliate of the Company or Hyde Park. The Company and Hyde Park shall maintain during the Term and thereafter directors’ and officers’ liability insurance coverage sufficient, as reasonably determined by the Board of Hyde Park, to satisfy any indemnification obligation of Company or Hyde Park arising under this Section 10.

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11.Independence; Severability and Non-Exclusivity.

Each of the rights enumerated in Sections 7 and 8 hereof and the remedies enumerated in Section 9 hereof shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any provision of this Agreement, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any covenant set forth herein is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form said provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in Section 9 or otherwise in the court of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants.

12.Compliance with Code Section 409A.

For the purpose of complying with Code Section 409A, reimbursement of expenses under Section 4 shall occur no later than December 31 of the year following the year in which the expense was incurred, and payment of a Gross-Up Payment under Section 4(j) shall be made no later than December 31 of the year following the year in which occurs payment of the related tax. In the event of any inconsistency between any provision of this Agreement and Code Section 409A, including any regulatory and administrative guidance issued from time to time thereunder, the provisions of Code Section 409A shall control. It is the intention of the parties hereto that this Agreement satisfy the requirements of Code Section 409A, and the parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Code Section 409A after the date hereof without violating Code Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions of Code Section 409A, the remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Code Section 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement.

13.Successors; Binding Agreement.

This Agreement is personal to Employee and without the prior written consent of the Company shall not be assignable by Employee otherwise than by will or the laws of descent and distribution. The Company shall be permitted to freely assign its rights, interests and obligations to any parent, subsidiary or affiliate, or to any other third party, which acquires all or substantially all of the stock or assets of the Company. This Agreement shall inure to the benefit of and be enforceable by Employee’s legal representatives.

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14.Notices.

Any notice or other communications required or permitted hereunder shall be in writing and shall be deemed effective (i) upon personal delivery, if delivered by hand and followed by notice by mail or facsimile transmission, (ii) three (3) days after the date of deposit in the mails, if mailed by certified or registered mail (return receipt requested), or (iii) on the next business day, if mailed by an overnight mail service to the parties or sent by facsimile transmission,

To the Company:

Essex Crane Rental Corp.

1110 Lake Cook Road, Suite 220

Buffalo Grove, Illinois 60089

Fax : (847) 215-6535

Attention: Chief Executive Officer

With a copy to:

Hyde Park Acquisition Corp.

461 Fifth Avenue, 25 Floor

New York, NY 10017

Attention: Laurence S. Levy and Edward Levy

Fax: (212) 644-6262

To Employee:

William L. Erwin

997 Troon Trace

Winter Springs, FL 32708

Facsimile: ______________

or at such other address or telecopy number (or other similar number) as either party may from time to time specify to the other. Any notice, consent or other communication required or permitted to be given hereunder shall have been deemed to be given on the date of mailing, personal delivery or telecopy or other similar means (provided the appropriate answer back is received) thereof and shall be conclusively presumed to have been received on the second business day following the date of mailing or, in the case of personal delivery or telecopy or other similar means, the day of delivery thereof, except that a change of address shall not be effective until actually received.

15.Headings.

The headings of this Agreement are for convenience of reference only and shall not affect in any manner any of the terms and conditions hereof.

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16.Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

17.Modifications and Waivers.

No term, provision or condition of this Agreement may be modified or discharged unless such modification or discharge is authorized by the Board of Directors of the Company and is agreed to in writing and signed by Employee. No waiver by either party hereto of any breach by the other party hereto of any term, provision or condition of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

18.Entire Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior agreements, negotiations and discussions between the parties hereto, there being no extraneous agreements. This Agreement may be amended only in writing executed by the parties hereto affected by such amendment.

19.Law Governing.

Except as otherwise explicitly noted, this Agreement shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to the principles of conflicts of law).

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement on the day and year set forth above.

EMPLOYEE
/s/ William L. Erwin
William L. Erwin
COMPANY
ESSEX CRANE RENTAL CORP.
By:	/s/ Martin A. Kroll
Name: Martin A. Kroll
Title: Senior V.P. & CFO
HYDE PARK ACQUISITION CORPORATION
By:	/s/ Laurence Levy
Name: Laurence Levy
Title: Chief Executive Officer

[Signature page to W. Erwin Employment Agreement]

EX-10.4

Exhibit 10.4

EMPLOYMENT AGREEMENT

AGREEMENT, dated as of the 31^st day of October, 2008, by and between Essex Crane Rental Corp., a Delaware corporation (the “Company”), Hyde Park Acquisition Corporation, a Delaware corporation (“Hyde Park”), and William J. O’Rourke (“Employee”).

WHEREAS the Company is an indirect, majority-owned subsidiary of Hyde Park;

WHEREAS the Company is engaged in the business of purchasing, selling, leasing or other provision of new and used cranes (but excluding the manufacturing of cranes) (the “Business”); and

WHEREAS Employee shall serve as Vice President Sales and Account Management of the Company, and Employee and the Company are desirous of formalizing their understanding for Employee’s employment, all upon the terms and subject to the conditions hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows:

1.Employment.

The Company agrees to employ Employee, and Employee agrees to be employed by the Company, upon the terms and subject to the conditions of this Agreement.

2.Term.

The term of Employee’s employment under this Agreement (the “Term”) shall commence on the date hereof (the “Commencement Date”) and shall continue until the earlier of (i) the third anniversary of the Commencement Date and (ii) such earlier date on which the Term is terminated pursuant to Section 5. Unless sooner terminated in accordance with Section 5, the Term shall automatically be renewed and extended for successive periods of one (1) year unless either party hereto shall have notified the other party hereto in writing that such extension shall not take effect at least 90 days prior to the end of the initial Term or of any extension.

3.Duties.

EX-10.5

Exhibit 10.5

ESCROW AGREEMENT

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”).

WITNESSETH

WHEREAS, Essex Crane Rental Corporation, a Delaware corporation, the Purchaser, Seller Representative, Essex Holdings LLC, a Delaware limited liability company (“Holdings”) and the members of Holdings have entered into a certain Purchase Agreement dated as of March 6, 2008, as amended on May 9, 2008 and August 14, 2008 (as amended, the “Purchase Agreement”) (capitalized terms used but not otherwise defined herein shall have the meanings attributed to them in the Purchase Agreement) with respect to the sale to Purchaser of all of the equity securities of Holdings, other than the Retained Interests; and

WHEREAS, in order to secure the Purchaser against payments of Shortfall Consideration and indemnification payments pursuant to Section 11.3 of the Purchase Agreement, a portion of the Total Purchase Price and a portion of the shares of Purchaser Stock owned by Kirtland (defined below) as of the date hereof shall be delivered to the Escrow Agent to be held in escrow in accordance with the provisions hereof.

NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Appointment of Escrow Agent. The Escrow Agent is hereby appointed to act as Escrow Agent hereunder in accordance with the terms set forth herein, and the Escrow Agent hereby agrees to accept such appointment.

2.Deposit of Escrow Funds and Escrowed Interests.

(a)At the Closing, the Purchaser shall deliver to the Escrow Agent (i) an aggregate amount of $7,000,000 (the “Cash Escrow Funds”) by wire transfer of immediately available funds and (ii) stock certificates issued in the name of (x) Kirtland Capital Partners III, L.P. (“KCP III”) representing 605,191 shares of Purchaser Stock, and (y) Kirtland Capital Company III LLC (“KCC III” and together with KCP III, “Kirtland”) representing 36,902 shares of Purchaser Stock (together with securities issued upon a stock split or other reclassification or combination involving such shares of Purchaser Stock, the “Escrowed Interests” and together with the Cash Escrow Funds, the “Total Escrow Funds”). The Total Escrow Funds are to be held and disbursed by the Escrow Agent in accordance with the terms set forth herein.

(b)At and from time to time after the Closing as is necessary to transfer the Escrowed Interests to Purchaser in accordance with the terms hereof, Kirtland shall deliver to the Escrow Agent duly endorsed stock powers or other documentation necessary to effectuate any transfers of Purchaser Stock to Purchaser, which stock powers and other documentation shall be held in escrow by the Escrow Agent until such time or times as such transfers are required to be made in accordance with the terms of this Escrow Agreement.

(c)Reserved.

(d)During the term of this Escrow Agreement, the Cash Escrow Funds shall be held in a trust account at KeyBank National Association (“Trust Account”), segregated apart from the general funds of KeyBank National Association, pending disbursement pursuant to this Escrow Agreement. The Escrow Agent shall cause the Cash Escrow Funds to be invested, to the maximum practical extent, in United States Treasury bills having a maturity of thirty-one (31) days or less or other similar short-term instruments, including, without limitation, the Victory Institutional Money Market Fund, payment of the principal and interest on which is backed by the full faith and credit of the United States. Any interest earned on the Cash Escrow Funds shall be for the account of the Seller Representative. Accordingly, the Escrow Agent shall distribute to Seller Representative within five days following the end of each calendar quarter an amount equal to any interest or other earnings on such Cash Escrow Funds. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment in an investment made pursuant to the terms of this Escrow Agreement. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement.

(e)Escrowed Interests and any related stock powers or other instruments of transfer shall be held by the Escrow Agent in escrow hereunder. Any cash distributions or dividends paid in respect of the Escrow Interests shall be distributed to Seller Representative within five days following the end of each calendar quarter. Kirtland shall be entitled to exercise any voting rights attached to the Escrowed Interests during such time that the Escrowed Interests are held in escrow pursuant to this Escrow Agreement.

3.Release of Escrow Funds and Escrowed Interests. The Cash Escrow Funds and Escrowed Interests shall be distributed by the Escrow Agent as follows:

(a)If the Seller Representative and the Purchaser shall at any time jointly direct Escrow Agent in writing to distribute some or all of the Total Escrow Funds, or if Escrow Agent shall have received an order, decree or judgment of a court or arbitrator of competent jurisdiction and directing Escrow Agent to distribute some or all of the Total Escrow Funds, Escrow Agent shall on the fifth (5th) Business Days thereafter distribute the amount of the Total Escrow Funds as directed in such joint written direction, order, decree or judgment. Any such distributions made on account of Shortfall Consideration shall be so specified in such joint written direction, order, decree or judgment.

(b)If the Escrow Agent does not receive a copy of a Claim Response on or prior to the tenth (10^th) Business Day (the “Claim Response Date”) immediately following receipt by the Escrow Agent of a copy of a Claim Notice delivered pursuant to the Purchase Agreement, then the Escrow Agent shall, on the fifth (5^th) Business Day after the Claim Response Date, distribute to, or as directed by, the Purchaser the amount claimed by the Purchaser Indemnitee in the Claim Notice.

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(c)If the Escrow Agent receives a copy of a Claim Response on or prior to the Claim Response Date, then the Escrow Agent shall (i) on the fifth Business Day after the Claim Response Date distribute to, or as directed by, the Purchaser the amount claimed by the Purchaser Indemnitee in the Claim Notice which is not disputed by the Indemnifying Party in such Claim Response and (ii) retain as part of the Total Escrow Funds the amount of such claim disputed by the Indemnifying Party in such Claim Response (a “Disputed Amount”), and continue to hold and disburse such amount in accordance with the provisions of this Escrow Agreement.

(d)Any Claim Notice, joint written direction, order, decree, judgment or other written instruction which directs the Escrow Agent to disburse all or a portion of the Total Escrow Funds shall specify the amount of such disbursement to be paid out of the Cash Escrow Funds and the amount of such disbursement to be paid out of the Escrowed Interests; provided, however, (i) any distribution from the Total Escrow Funds shall first be made from the Cash Escrow Funds until such Cash Escrow Funds have been completely depleted, unless otherwise agreed to by the Seller Representative, (ii) if, at the time of any distribution, the specified distribution allocation is no longer possible as a result of intervening distributions from the Total Escrow Funds or otherwise, such distribution shall be satisfied in full out of the Total Escrow Funds in a manner that is consistent with the specified allocation to the greatest extent practicable, and (iii) the aggregate value of Escrowed Interests that may be distributed under this Escrow Agreement may not exceed $5,000,000 (as calculated in Section 3(e) hereof). The aggregate value of Escrowed Interests from time to time in excess of $5,000,000 shall be held by the Escrow Agent solely for the benefit of the Seller Representative.

(e)A distribution of Escrowed Interests to Purchaser hereunder shall be effected via surrender by the Escrow Agent to the Purchaser of the stock powers or other instruments of transfer held by the Escrow Agent relating to the Escrowed Interests. The value of any Escrowed Interests to be distributed to the Purchaser hereunder shall be the average closing sale price for a share of Purchaser common stock as quoted on the Over-the-Counter Bulletin Board (or on a national securities market on which the Purchaser’s common stock is then quoted for trading) for the twenty trading days ending two trading days immediately preceding the date of applicable distribution of Escrowed Interests. The Purchaser shall deliver to the Escrow Agent and the Seller Representative the Purchaser’s calculation of the value of any Escrowed Interests to be distributed hereunder, which calculation shall be final and binding absent manifest error (and Seller’s Representative shall be deemed to be in agreement with such calculation, unless it shall notify Escrow Agent and Purchaser of any such error prior to the time that distribution of the Escrowed Interests to Purchaser is required pursuant to this Escrow Agreement). Escrow Agent will not be responsible for determining or calculating the market price or the amount of any distribution.

(f)Promptly following the date that any payments in respect of an Adjustment are required to be made pursuant to Section 2.3(d) of the Purchase Agreement, the Purchaser and the Seller Representative shall deliver joint written notice to the Escrow Agent directing the Escrow Agent to distribute to, or as directed by, the Seller Representative from the balance of the Cash Escrow Funds an amount equal to the positive difference, if any, between $1,000,000 and any amounts theretofore distributed to the Purchaser on account of such Adjustment (as specified in any joint written direction, order, decree, judgment or other written instruction theretofore received by the Escrow Agent).

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(g)Promptly, but in no event longer than five (5) Business Days, following the earlier of (i) date that the Survival Period has expired, or (ii) the date on which the total Cash Escrow Funds plus an aggregate number of Escrowed Interests have been distributed to Purchaser under this Escrow Agreement having an aggregate value of $5,000,000, the Purchaser and the Seller Representative shall deliver joint written notice to the Escrow Agent directing the Escrow Agent to distribute to, or as directed by, the Seller Representative the then-remaining amount of the Total Escrow Funds less (A) the aggregate of any Disputed Amounts, and (B) the amount claimed by the Purchaser in any Claim Notices received as of such date by the Escrow Agent in respect of which a Claims Response had not yet been received, or required to be received, by the Escrow Agent (“Pending Claim Amounts”). The Escrow Agent shall continue to hold and disburse such Disputed Amounts and Pending Claim Amounts in accordance with the provisions of this Escrow Agreement.

4.Escrow Agent.

(a)The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document between any of the parties hereto, in connection herewith, if any, including without limitation the Purchase Agreement, nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement.

(b)The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Total Escrow Funds. The Escrow Agent shall have no duty or obligation to make any calculations of any kind hereunder.

(c)The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to the Purchaser or the Seller Representative. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to hold safely all the Total Escrow Funds until it shall be directed otherwise in writing by the Purchaser and the Seller Representative jointly or by a final order or judgment of a court of competent jurisdiction. The parties to this Escrow Agreement agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same, except where the Escrow Agent is a necessary party or is otherwise required by law to be a party to such dispute.

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(d)Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

5.Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving 30 days advance notice in writing of such resignation to the Purchaser and the Seller Representative specifying a date when such resignation shall take effect. The Purchaser and the Seller Representative shall use their best efforts to mutually agree on a successor escrow agent within thirty (30) days after receiving such notice The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers and duties of the predecessor escrow agent as if originally named escrow agent. If the Purchaser and the Seller Representative have failed to appoint a successor escrow agent prior to the expiration ofthirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Cash Escrow Funds (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate. The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of this Escrow Agreement. Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all the escrow business of the Escrow Agent’s line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

6.Fees. The Purchaser and the Seller Representative agree jointly and severally to (i) pay the Escrow Agent upon execution of this Escrow Agreement and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing shall be as described in Schedule 1 attached hereto, and (ii) pay or reimburse the Escrow Agent upon request for all expenses, disbursements and advances, including reasonable attorney's fees and expenses, incurred or made by it in connection with the preparation, execution, performance, delivery, modification and termination of this Escrow Agreement.

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7.Indemnity. The Purchaser and the Seller Representative shall jointly and severally indemnify, defend and save harmless the Escrow Agent and its directors, officers, agents and employees from all loss, liability or expense (including the fees and expenses of in house or outside counsel) arising out of or in connection with (i) the Escrow Agent's execution and performance of this Escrow Agreement, except in the case of any indemnitee to the extent that such loss, liability or expense is finally adjudicated by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of such indemnitee, or (ii) its following any instructions or other directions from the Purchaser or the Seller Representative, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement. The Purchaser and the Seller Representative hereby grant the Escrow Agent a lien on, right of set-off against and security interest in the Total Escrow Funds for the payment of any claim for indemnification, compensation, expenses and amounts due hereunder.

8.Termination. This Escrow Agreement shall automatically, without any action by the Purchaser or the Seller Representative, be terminated upon the disbursement by the Escrow Agent of all the Total Escrow Funds pursuant to the terms herein.

9.Notices.

(a)All communications hereunder shall be in writing and shall be deemed to be duly given and received:

(i) upon delivery if delivered personally or upon confirmed transmittal if by facsimile;

(ii) on the next Business Day (as hereinafter defined) if sent by overnight courier; or

(iii) four (4) Business Days after mailing if mailed by prepaid registered mail, return receipt requested, to the appropriate notice address set forth below or at such other address as any party hereto may have furnished to the other parties in writing by registered mail, return receipt requested.

(b)Notwithstanding the above, in the case of communications delivered to the Escrow Agent pursuant to (ii) and (iii) of this Section 9, such communications shall be deemed to have been given on the date received by the Escrow Agent. In the event that the Escrow Agent, in its sole discretion, shall determine that an emergency exists, the Escrow Agent may use such other means of communication as the Escrow Agent reasonably deems appropriate.

(c)"Business Day" shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth below is authorized or required by law or executive order to remain closed.

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(d)All communications under this Escrow Agreement shall be delivered to the following address:

If to the Purchaser:	Hyde Park Acquisition Corp. 461 Fifth Avenue, 25 Floor New York, NY 10017 Attn: Laurence S. Levy and Edward Levy Fax: (212) 644-6262
with a copy to:	Katten Muchin Rosenman LLP 575 Madison Avenue New York, NY 10022 Attention: Todd J. Emmerman, Esq. Fax: (212) 940-8776

If to Seller Representative:	KCP Services LLC 3201 Enterprise Parkway, Suite 200 Beachwood, OH 44122 Attention: Michael DeGrandis Fax (216) 593-0240
with a copy to:	Jones Day North Point 901 Lakeside Avenue Cleveland, OH 44114 Attention: Charles W. Hardin Jr. Fax (216) 579-0212

If to the Escrow Agent: KeyBank National Association 127 Public Square Corporate Escrow Dept., 14^th Floor Cleveland, Ohio 44114 Attn: Joyce A. Apostolec Fax (216) 689-3777

10.Amendments and Waivers. This Escrow Agreement may only be amended with the written consent of the parties or their respective successors and assigns. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon the parties and their respective successors and assigns.

11.Successors and Assigns. The terms and conditions of this Escrow Agreement shall inure to the benefit of and be binding upon the parties and their successors and assigns. Except as otherwise set forth herein, no party to this Escrow Agreement may assign its rights or delegate its duties under this Escrow Agreement without the consent of the other parties hereto.The term “Escrow Agent” as used herein shall also refer to the successors and assigns of Escrow Agent, including, without limitation, a receiver, trustee, custodian or debtor-in-possession.

12.Titles and Subtitles. The titles and subtitles used in this Escrow Agreement are used for convenience only and are not to be considered in construing or interpreting this Escrow Agreement.

13.Severability. If one or more provisions of this Escrow Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Escrow Agreement, (ii) the balance of this Escrow Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Escrow Agreement shall be enforceable in accordance with its terms.

14.Entire Agreement. This Escrow Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein.

15.Counterparts. This Escrow Agreement may be executed in a number of identical counterparts but all counterparts shall constitute one agreement. All signatures of the parties to this Escrow Agreement may be transmitted by facsimile, and such facsimile will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces and will be binding upon such party.

16.Governing Law. This Escrow Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

17.Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York and waives trial by jury in any action or proceeding with respect to this Escrow Agreement.

18.Compliance with Court Orders. In the event that any escrow property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Escrow Agreement, the Escrow Agent is hereby expressly authorized to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel is binding upon it, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

19.Tax Reporting. Prior to execution of this Escrow Agreement, the Seller Representative shall provide the Escrow Agent with a fully executed W-8 or W-9 Internal Revenue Service form, which shall include its Tax Identification Number (TIN) as assigned by the Internal Revenue Service.

[signature page to follow]

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IN WITNESS WHEREOF, the parties have duly executed this Escrow Agreement as of the date first hereinabove stated.

KEYBANK NATIONAL ASSOCIATION

/s/ Joyce A. Apostolec

Name: Joyce A. Apostolec

Title: Assistant Vice President

HYDE PARK ACQUISITION CORP.

/s/ Laurence Levy

Name: Laurence Levy

Title: Chief Executive Officer

KCP SERVICES LLC

By: Kirtland Capital Corporation, its managing member

/s/ Michael T. DeGrandis

Name: Michael T. DeGrandis

Title: Vice President

[Signature Page to Escrow Agreement]

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Schedule 1

Escrow Fees

Annual Administrative Escrow Fee payable upon execution of agreement, and annually thereafter upon the anniversary date of the account opening:

Annual Administrative Fee: $3,500.00

*Note: Should the Parties to the Escrow Agreement direct alternative investments other than the Victory money market funds (Government Reserve , Federal, and Institutional), an additional monthly custodial fee of 5 basis points (.0005) of assets market value will be charged monthly against the escrowed funds. The custody fee will be in addition to the annual administrative escrow fee.

EX-10.6

Exhibit 10.6

COMPLIANCE ESCROW AGREEMENT

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”).

WITNESSETH

WHEREAS, Essex Crane Rental Corporation, a Delaware corporation (“Essex”), the Purchaser, Seller Representative, Essex Holdings LLC, a Delaware limited liability company (“Holdings”) and the members of Holdings (the “Members”) have entered into a certain Purchase Agreement dated as of March 6, 2008, as amended May 9, 2008 and August 14, 2008 (the “Purchase Agreement”) with respect to the sale to Purchaser of a majority of the equity securities of Holdings;

WHEREAS, pursuant to the Purchase Agreement, Essex, Holdings, Seller Representative, the Members and Purchaser have entered into a certain Compliance Agreement dated as of March 6, 2008 (the “Compliance Agreement”) (capitalized terms used but not otherwise defined herein shall have the meanings attributed to them in the Compliance Agreement); and

WHEREAS, pursuant to the Purchase Agreement and Compliance Agreement a portion of the Total Purchase Price (as defined in the Purchase Agreement) shall be delivered to the Escrow Agent to be held in escrow in accordance with the provisions hereof.

NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Appointment of Escrow Agent. The Escrow Agent is hereby appointed to act as Escrow Agent hereunder in accordance with the terms set forth herein, and the Escrow Agent hereby agrees to accept such appointment.

2.Deposit of Escrow Funds.

(a)At the Closing (as defined in the Purchase Agreement), the Purchaser shall deliver to the Escrow Agent an aggregate amount of $492,225 (the “Escrow Funds”) by wire transfer of immediately available funds. The Escrow Funds are to be held and disbursed by the Escrow Agent in accordance with the terms set forth herein.

(b)During the term of this Escrow Agreement, the Escrow Funds shall be held in a trust account at KeyBank National Association (“Trust Account”), together with the Cash Escrow Funds subject to that certain Escrow Agreement, dated October 31, 2008, among Purchaser, Seller Representative and Escrow Agent (the “General Escrow Agreement”), segregated apart from the general funds of KeyBank National Association, pending disbursement pursuant to this Escrow Agreement. The Escrow Agent shall cause the Escrow Funds to be invested, to the maximum practical extent, in United States Treasury bills having a maturity of thirty-one (31) days or less or other similar short-term instruments, including, without limitation, the Victory Institutional Money Market Fund, payment of the principal and interest on which is backed by the full faith and credit of the United States. Any interest earned on the Escrow Funds shall be for the account of the Seller Representative. Accordingly, the Escrow Agent shall distribute to Seller Representative within five days following the end of each calendar quarter an amount equal to any interest or other earnings on such Escrow Funds. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment in an investment made pursuant to the terms of this Escrow Agreement. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement.

3.Release of Escrow Funds. The Escrow Funds shall be distributed by the Escrow Agent as follows:

(a)If the Seller Representative and the Purchaser shall at any time jointly direct Escrow Agent in writing to distribute some or all of the Escrow Funds, or if Escrow Agent shall have received an order, decree or judgment of a court or arbitrator of competent jurisdiction and directing Escrow Agent to distribute some or all of the Escrow Funds, Escrow Agent shall on the fifth (5th) Business Day thereafter distribute the amount of the Escrow Funds as directed in such joint written direction, order, decree or judgment.

(b)At any time during the term of this Agreement, Purchaser may give to Seller Representative and the Escrow Agent written notice (a “Payment Notice”) describing in reasonable detail any costs incurred by Purchaser or the Company following the Closing with respect to completion of the work items listed on Schedule A hereto (“Costs”). In the event that Seller Representative disputes that the amount of the Costs specified in a Payment Notice, or any portion thereof, is due and payable to Purchaser, Seller Representative shall deliver to Purchaser and Escrow Agent a notice (an “Objection Notice”) indicating the amount of such dispute (a “Disputed Amount”) and describing in reasonable detail the grounds for such dispute. If the Escrow Agent does not receive a copy of an Objection Notice on or prior to the tenth (10^th) Business Day (the “Objection Date”) immediately following receipt by the Escrow Agent of a copy of a Payment Notice delivered pursuant to the this Agreement, then the Escrow Agent shall, on the fifth (5^th) Business Day after the Objection Date, distribute to, or as directed by, the Purchaser the amount claimed by the Purchaser in the Payment Notice.

(c)If the Escrow Agent receives a copy of an Objection Notice on or prior to the Objection Date, then the Escrow Agent shall (i) on the fifth (5^th) Business Day after the Objection Date distribute to, or as directed by, the Purchaser the amount claimed by the Purchaser in the Payment Notice which is not disputed by the Seller Representative in such Objection Notice and (ii) retain as part of the Escrow Funds the Disputed Amount, and continue to hold and disburse such amount in accordance with the provisions of this Escrow Agreement.

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(d)Promptly, but in no event longer than five (5) Business Days, following the date on which Purchaser and Seller agree that the work items listed on Schedule A have been fully completed, the Purchaser and the Seller Representative shall deliver joint written notice to the Escrow Agent directing the Escrow Agent to distribute to, or as directed by, the Seller Representative the then-remaining amount of the Escrow Funds less (A) the aggregate of any Disputed Amounts and (B) the amount claimed by the Purchaser in any Payment Notices received as of such date by the Escrow Agent in respect of which an Objection Notice had not yet been received, or required to be received, by the Escrow Agent (“Pending Claim Amounts”). The Escrow Agent shall continue to hold and disburse such Disputed Amounts and Pending Claim Amounts in accordance with the provisions of this Escrow Agreement.

4.Escrow Agent.

(a)The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document between any of the parties hereto, in connection herewith, if any, including without limitation the Compliance Agreement, nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement.

(b)The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Funds. The Escrow Agent shall have no duty or obligation to make any calculations of any kind hereunder.

(c)The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to the Purchaser or the Seller Representative. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to hold safely all the Escrow Funds until it shall be directed otherwise in writing by the Purchaser and the Seller Representative jointly or by a final order or judgment of a court of competent jurisdiction. The parties to this Escrow Agreement agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same, except where the Escrow Agent is a necessary party or is otherwise required by law to be a party to such dispute.

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(d)Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

5.Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving 30 days advance notice in writing of such resignation to the Purchaser and the Seller Representative specifying a date when such resignation shall take effect. The Purchaser and the Seller Representative shall use their best efforts to mutually agree on a successor escrow agent within thirty (30) days after receiving such notice The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers and duties of the predecessor escrow agent as if originally named escrow agent. If the Purchaser and the Seller Representative have failed to appoint a successor escrow agent prior to the expiration ofthirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Funds (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate. The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of this Escrow Agreement. Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all the escrow business of the Escrow Agent’s line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

6.Fees. The Purchaser and the Seller Representative agree jointly and severally to (i) pay the Escrow Agent upon execution of this Escrow Agreement and from time to time thereafter reasonable compensation for the services to be rendered hereunder, pursuant to the fee schedule set forth in the General Escrow Agreement, and (ii) pay or reimburse the Escrow Agent upon request for all expenses, disbursements and advances, including reasonable attorney's fees and expenses, incurred or made by it in connection with the preparation, execution, performance, delivery, modification and termination of this Escrow Agreement.

7.Indemnity. The Purchaser and the Seller Representative shall jointly and severally indemnify, defend and save harmless the Escrow Agent and its directors, officers, agents and employees from all loss, liability or expense (including the fees and expenses of in house or outside counsel) arising out of or in connection with (i) the Escrow Agent's execution and performance of this Escrow Agreement, except in the case of any indemnitee to the extent that such loss, liability or expense is finally adjudicated by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of such indemnitee, or (ii) its following any instructions or other directions from the Purchaser or the Seller Representative, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement. The Purchaser and the Seller Representative hereby grant the Escrow Agent a lien on, right of set-off against and security interest in the Escrow Funds for the payment of any claim for indemnification, compensation, expenses and amounts due hereunder.

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8.Termination. This Escrow Agreement shall automatically, without any action by the Purchaser or the Seller Representative, be terminated upon the disbursement by the Escrow Agent of all the Escrow Funds pursuant to the terms herein.

9.Notices.

(a)All communications hereunder shall be in writing and shall be deemed to be duly given and received:

(i) upon delivery if delivered personally or upon confirmed transmittal if by facsimile;

(ii) on the next Business Day (as hereinafter defined) if sent by overnight courier; or

(iii) four (4) Business Days after mailing if mailed by prepaid registered mail, return receipt requested, to the appropriate notice address set forth below or at such other address as any party hereto may have furnished to the other parties in writing by registered mail, return receipt requested.

(b)Notwithstanding the above, in the case of communications delivered to the Escrow Agent pursuant to (ii) and (iii) of this Section 9, such communications shall be deemed to have been given on the date received by the Escrow Agent. In the event that the Escrow Agent, in its sole discretion, shall determine that an emergency exists, the Escrow Agent may use such other means of communication as the Escrow Agent reasonably deems appropriate.

(c)"Business Day" shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth below is authorized or required by law or executive order to remain closed.

(d)All communications under this Escrow Agreement shall be delivered to the following address:

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If to the Purchaser:	Hyde Park Acquisition Corp. 461 Fifth Avenue, 25 Floor New York, NY 10017 Attn: Laurence S. Levy and Edward Levy Fax: (212) 644-6262
with a copy to:	Katten Muchin Rosenman LLP 575 Madison Avenue New York, NY 10022 Attention: Todd J. Emmerman, Esq. Fax: (212) 940-8776

If to Seller Representative:	KCP Services LLC 3201 Enterprise Parkway, Suite 200 Beachwood, OH 44122 Attention: Michael DeGrandis Fax (216) 593-0240
with a copy to:	Jones Day North Point 901 Lakeside Avenue Cleveland, OH 44114 Attention: Charles W. Hardin Jr. Fax (216) 579-0212

If to the Escrow Agent: KeyBank National Association 127 Public Square Corporate Escrow Dept., 14^th Floor Cleveland, Ohio 44114 Attn: Joyce A. Apostolec Fax (216) 689-3777

10.Amendments and Waivers. This Escrow Agreement may only be amended with the written consent of the parties or their respective successors and assigns. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon the parties and their respective successors and assigns.

11.Successors and Assigns. The terms and conditions of this Escrow Agreement shall inure to the benefit of and be binding upon the parties and their successors and assigns. Except as otherwise set forth herein, no party to this Escrow Agreement may assign its rights or delegate its duties under this Escrow Agreement without the consent of the other parties hereto.The term “Escrow Agent” as used herein shall also refer to the successors and assigns of Escrow Agent, including, without limitation, a receiver, trustee, custodian or debtor-in-possession.

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12.Titles and Subtitles. The titles and subtitles used in this Escrow Agreement are used for convenience only and are not to be considered in construing or interpreting this Escrow Agreement.

13.Severability. If one or more provisions of this Escrow Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Escrow Agreement, (ii) the balance of this Escrow Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Escrow Agreement shall be enforceable in accordance with its terms.

14.Entire Agreement. This Escrow Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein.

15.Counterparts. This Escrow Agreement may be executed in a number of identical counterparts but all counterparts shall constitute one agreement. All signatures of the parties to this Escrow Agreement may be transmitted by facsimile, and such facsimile will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces and will be binding upon such party.

16.Governing Law. This Escrow Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

17.Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York and waives trial by jury in any action or proceeding with respect to this Escrow Agreement.

18.Compliance with Court Orders. In the event that any escrow property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Escrow Agreement, the Escrow Agent is hereby expressly authorized to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel is binding upon it, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

19.Tax Reporting. Prior to execution of this Escrow Agreement, the Seller Representative shall provide the Escrow Agent with a fully executed W-8 or W-9 Internal Revenue Service form, which shall include its Tax Identification Number (TIN) as assigned by the Internal Revenue Service.

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IN WITNESS WHEREOF, the parties have duly executed this Escrow Agreement as of the date first hereinabove stated.

KEYBANK NATIONAL ASSOCIATION

/s/ Joyce A. Apostolec

Name: Joyce A. Apostolec

Title: Assistant Vice President

HYDE PARK ACQUISITION CORP.

/s/ Laurence Levy

Name: Laurence Levy

Title: Chief Executive Officer

KCP SERVICES LLC

By: Kirtland Capital Corporation, its managing member

/s/ Michael T. DeGrandis

Name: Michael T. DeGrandis

Title: Vice President

Title:

[Signature page to Compliance Agreement Escrow]

Schedule A

Facility	Item#	Description of Work Item
Alabaster, AL	1	Construct three buildings (wash pad and containment)
	2	Finalize SPCC plan
	3	Compliance with applicable area source requirements
Arcola, TX	1	Wash pad reconstruction
	2	Contaminated soil testing, loading, transport and disposal
	3	Confirmatory soil sampling and analysis
	4	Contingency contaminated soil excavation, testing, loading, transport and disposal
	5	Contingency backfill
	6	Concrete pad for secondary containment area
	7	Waste oil transfer system (portable containers)
	8	Waste oil transfer system pump
	9	Waste oil transfer system hoses, fittings, compressed air line
	10	Fuel dispenser drip tray
	11	Clarifier / oil water separator system
	12	Installation, supervision and training for above
	13	Finalize SPCC Plan
	14	Compliance with applicable area source requirements
Carlisle, PA		None
Fontana, CA		None
Longmont, CO		None
Rochester, WA		None
Tampa, FL	1	Pre-engineered steel roof, containment building, concrete curb
		behind maintenance building
	2	Compliance with applicable area source requirements
General	1	Engineering oversight

[End of Exhibit A]

EX-10.7

Exhibit 10.7

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ESSEX HOLDINGS, LLC

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”).

WHEREAS, Kirtland Capital Partners III L.P., an Ohio limited partnership, Kirtland Capital Company III LLC, a Turks and Caicos Island limited liability company, and Schad entered into a Limited Liability Company Agreement, dated as of May 23, 2000 (the “Original Agreement’), with respect to the Company;

WHEREAS, such Limited Liability Company Agreement was amended as of May __, 2001 to provide for the addition of Kroll and O’Rourke as members of the Company, and Erwin was subsequently admitted as a member of the Company (Kroll, O’Rourke and Erwin, along with the initial members of the Company, are referred to as the “Original Members”);

WHEREAS, the Original Members entered into that certain Purchase Agreement, dated as of March 6, 2008, (the “Purchase Agreement”) among the Company, Essex Crane Rental Corp. and HPAC, pursuant to which HPAC acquired the majority of the interests in the Company;

WHEREAS, in connection with the Purchase Agreement, the parties hereto agreed that Schad, Kroll, O’Rourke and Erwin would retain certain interests in the Company, subject to the terms of this Agreement;

WHEREAS, the parties hereto have determined to amend and restate the Original Agreement, which shall be superseded and replaced in all respects; and

WHEREAS, the Company will elect to be treated as a corporation for tax purposes upon consummation of the transactions contemplated by the Purchase Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions set forth herein, the parties hereby agree as follows:

ARTICLE ONE

Definitions

The defined terms used in this Agreement shall, unless the context otherwise requires, have the meanings specified in this Article One.

“Act” shall mean the Delaware Limited Liability Company Act, 6 Del. L. § 18-101, et seq., as it may be amended from time to time, and any successor to the Act.

“Business Day” shall mean any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.

“Class A Unitholder” shall mean any holder of Class A Units.

“Class B Unitholder” shall mean any holder of Class B Units.

“Certificate of Formation” shall mean the Company’s Certificate of Formation as filed with the Secretary of State on May 4, 2000, as the same may be amended, supplemented or restated from time to time.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of any succeeding law).

“Company” shall mean Essex Holdings, LLC, a Delaware limited liability company.

“Distributive Rights” shall mean a Unitholder’s right to receive distributions under this Agreement.

“HPAC Common Stock” shall mean shares of common stock, par value $0.0001 per share, of HPAC.

“Managing Unitholder” shall mean HPAC, or its successor or assign.

“Person” shall mean any individual, partnership, corporation, limited liability company, unincorporated organization or association, trust or other entity.

“Secretary of State” shall mean the Delaware Secretary of State.

“Transfer” shall mean any sale, transfer, gift, assignment, pledge or grant of a security interest, by operation of law or otherwise, in or of a Unit or other interest in the Company or of rights under this Agreement, excluding, however, any grant of such a security interest in favor of the Company.

2

“Unit” means an interest of a Unitholder in the equity of the Company, representing a fractional part of the equity interests of all Unitholders and shall include Class A Units and Class B Units; provided, that any class or group of Units issued shall have the relative rights, powers, and duties set forth in this Agreement.

“Unitholder” means any owner of one or more Units as reflected on the Company’s books and records, and any person admitted to the Company as a Substituted Unitholder, but only for so long as such person is shown on the Company’s books and records as the owner of one or more Units.

ARTICLE TWO

Organization

2.1  Formation; Continuation. The Company was formed as a limited liability company pursuant to the provisions of the Act upon the execution and filing of the Certificate of Formation with the Secretary of State on May 4, 2000. The Unitholders do hereby continue the Company as a limited liability company pursuant to the provisions of the Act and this Agreement. Notwithstanding anything to the contrary contained herein, neither the acquisition of interests in the Company referred to in the preamble to this Agreement nor the amendment and restatement contained herein is intended to be, or shall be, a termination (other than solely for income tax purposes) of the limited liability company created by and pursuant to the terms and provisions of the Original Agreement, as amended (as now being continued pursuant to the terms and provisions of this Agreement), it being the intent of the Unitholders to continue the Company’s existence without termination.

2.2  Name. The name of the Company is “Essex Holdings, LLC.”

2.3  Purposes. The purposes for which the Company is formed are as follows: to engage in any lawful act or activity for which limited liability companies may be organized under the laws of the State of Delaware and to do all things necessary or useful in connection with the foregoing.

2.4  Offices.  The Company’s principal place of business and mailing address shall be c/o Hyde Park Acquisition Corp., 461 Fifth Avenue, 25^th Floor, New York, New York 10017, or at such other place as the Managing Unitholder may from time to time designate. The office in Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801 or such other location as the Managing Unitholder may from time to time designate.

2.5  Duration. The term of the Company commenced on the date that the Certificate of Formation was filed with the Secretary of State and shall continue in full force and effect until terminated in accordance with the provisions of this Agreement.

2.6Unitholders and Units. The Company is authorized to issue two classes of Units to be designated respectively as “Class A Units” and “Class B Units.” The total number Class A Units that the Company is authorized to issue is 632,911. The total number of Class B Units that the Company shall have authority to issue is 150,000,000. The Unitholders shall own the number and class of Units in the Company as set forth on Schedule I hereto. The Managing Unitholder may issue additional Units, or create and issue new classes of Units, at such times and on such terms as the Managing Unitholder shall determine. Unless named in this Agreement, or unless admitted to the Company as a substituted or new Unitholder as provided herein, no Person shall be considered a Unitholder or a member, and the Company need deal only with the Unitholders so named and so admitted. The Company shall not be required to deal with any other Person by reason of an assignment by a Unitholder or by reason of the dissolution, death or bankruptcy of a Unitholder, except as otherwise provided in this Agreement.

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2.7 Capital. No Unitholder shall be required to make any contribution of capital to the Company and, except as set forth below, no Unitholder shall be entitled to withdraw any part of his or its capital from the Company. No Unitholder shall be entitled to demand or receive any property from the Company other than cash except as expressly provided herein. No Unitholder shall be paid interest on any capital contributed to the Company. The Managing Unitholder shall have the right to contribute and withdraw capital from the Company in such amounts and at such times as the Managing Unitholder shall determine.

2.8 Management; Voting. The overall business, operations and affairs of the Company shall be managed by the Managing Unitholder, and the conduct of the Company’s day to day business shall be controlled and conducted solely and exclusively by the Managing Unitholder. In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Agreement, the Managing Unitholder shall have and may exercise on behalf of the Company all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Company. No other Unitholder shall have any voting, consent or approval rights of any nature whatsoever, whether as a class or otherwise, or the right to participate in the management or conduct of the Company. No other Unitholder shall transact business for the Company, nor shall any other Unitholder have power to sign, act for or bind the Company, all of such powers being vested solely and exclusively in the Managing Unitholder.

ARTICLE THREE

Unitholders Not Liable for Company Losses; Indemnification

3.1 No Personal Liability. The Unitholders shall have no personal liability for the losses, debts, claims, expenses or encumbrances of or against the Company or its property.

3.2 Right to Indemnification. Each Person (an “Indemnified Person”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (a “Proceeding”), or any appeal in such a Proceeding, by reason of the fact that he or it was or is a manager or Unitholder of the Company, shall be indemnified by the Company against judgments and penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable costs and expenses (including, without limitation, attorneys’ fees) actually incurred by such Indemnified Person in connection with such Proceeding unless a judgment or other final adjudication adverse to such Indemnified Person establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that he personally gained in fact a profit or other advantage to which he was not legally entitled.

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3.3  Success on Merits. To the extent that a Person has been successful, on the merits or otherwise, in the defense of any Proceeding referred to in Sections 3.2 or in defense of any claim, issue or matter therein, such Person shall be indemnified against expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by such Person in connection therewith.

3.4  Survival. Indemnification under this Article shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendment, modification or repeal of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal.

3.5  Advance Payment. The right to indemnification conferred by this Article shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his good faith belief that he has met the standard of conduct necessary for indemnification under this Article and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such Person is not entitled to be indemnified under this Article or otherwise.

3.6 Savings Clause. If this Article or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Indemnified Person as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any Proceeding to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE FOUR

Distributions

4.1 Distributions Generally. The timing and amount of any distributions of funds of the Company shall be determined by the Managing Unitholder. The Managing Unitholder may authorize distributions to one or more classes of Unitholders without providing for distributions to all or any other class of Unitholders. For the avoidance of doubt, Class A Unitholders shall only be entitled to distributions from the Company with respect to their Class A Units as provided in Section 4.2.

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4.2 Class A Distributions. In the event that HPAC sets a record date for the payment of a cash dividend to holders of HPAC Common Stock, concurrent with the payment of such dividend by HPAC, each holder of Class A Units as of such record date shall be entitled to receive a cash distribution from the Company with respect to each Class A Unit held as of such record date equal to the amount of the dividend payable in respect of the number of shares of HPAC Common Stock into which such Class A Unit is exchangeable as of such record date pursuant to Article Six hereof. Any such distribution shall be made by the Company on the date of payment of the applicable dividend by HPAC.

ARTICLE FIVE

Transfers of Units

5.1 Transfers of Units. No Class A Unitholder shall have the right to Transfer all or any portion of his or its Units, except with the consent of the Managing Unitholder or as otherwise permissible under this Agreement; provided, however, that during the lifetime of a Class A Unitholder who is a natural person such Unitholder’s Distributive Rights may be transferred to one or more members of such Unitholder’s Immediate Family (or to one or more trusts established solely for the benefit of such Unitholder and/or one or more members of such Unitholder’s Immediate Family or to one or more partnerships or limited liability companies in which the only partners or members, as the case may be, are such Unitholder and/or members of such Unitholder’s Immediate Family), and upon the death of a Unitholder or any such transferee who is a natural person, such Distributive Rights may be transferred to his estate or beneficiaries, but such transferee(s) shall acquire no other rights hereunder unless admitted as Unitholders in accordance with the provisions of Section 5.2. A Class B Unitholder shall have the right to freely Transfer all or any portion of its Units.

5.2 Substitute Unitholders. Notwithstanding anything to the contrary contained in this Agreement, an assignee of a Unit shall have the right to become a substituted Unitholder (a “Substituted Unitholder”) in the Company only if (1) the consent of the Managing Unitholder has been obtained (which consent may be granted or withheld in the sole and absolute discretion of the Managing Unitholder, except that such consent shall be granted in the case of a transfer permitted by the proviso in Section 5.1 hereof), (2) the assignor so provides in an instrument of assignment, (3) the assignee agrees in writing to be bound by the terms of this Agreement, and (4) the assignee pays the reasonable costs incurred by the Company in preparing and recording any necessary amendments to this Agreement and the Certificate of Formation, unless waived by the Managing Unitholder. The foregoing requirements shall be deemed satisfied with respect to Transfers of Class A Units to HPAC pursuant to Section 6.1 hereof, and HPAC shall be admitted to the Company as a Substituted Unitholder.

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ARTICLE SIX

Exchange Right

6.1Exchange Right. Each Class A Unitholder shall have the right, at any time and from time to time and without the need for consent from the Managing Unitholder (except as required in the proviso in this Section 6.1), to exchange any or all of his or its Units into shares of HPAC Common Stock; provided, however, a Class A Unitholder shall not be permitted to effectuate an exchange pursuant to this Section 6.1 with respect to a number of Class A Units representing less than 25% of the total Class A Units held by such Class A Unitholder as of the date of this Agreement unless such Class A Unitholder has first obtained the consent of the Managing Unitholder. A Class A Unitholder shall exercise its right under this Section 6.1 by delivering to the Company a notice in the form attached hereto as Annex A (a “Notice of Exchange”) specifying therein the number of Units to be exchanged and the date on which such exchange is to be effected (an “Exchange Date”), which Exchange Date shall not be earlier than the date which is five (5) Business Days after the date of such Notice of Exchange. An exchange of Class A Units for HPAC Common Stock hereunder shall constitute a Transfer of Class A Units to HPAC by the applicable Class A Unitholder. The Company shall maintain records showing the number of Units exchanged and the date of such exchanges, which Company records, absent error, shall be controlling and determinative.

6.2Calculation of Exchange. Each Class A Unit shall be exchangeable for one share of HPAC Common Stock (such exchange ratio, the “Exchange Ratio” and the shares deliverable upon an exchange of Class A Units, the “Exchange Shares”), as adjusted pursuant Section 6.6 hereof.

6.3Certificates.Subject to the terms of that certain Escrow Agreement, dated as of even date herewith, among the Purchaser, the Original Members and Key Bank, N.A., on or as soon as reasonably practicable after an Exchange Date, HPAC will cause its transfer agent to deliver to the applicable Class A Unitholder a certificate or certificates representing the Exchange Shares deliverable on such Exchange Date. Each such certificate shall bear the following restrictive legend:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

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6.4Reservation of Shares. HPAC covenants that it will at all times reserve and keep available out of its authorized and unissued shares of HPAC Common Stock solely for the purpose of issuance upon exchange of the Units, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Class A Unitholders, not less than such number of shares of HPAC Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 6.6) upon the exchange of the aggregate number of Class A Units. HPAC covenants that all shares of HPAC Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, nonassessable.

6.5Fractional Shares.HPAC shall not issue stock certificates representing fractions of shares of HPAC Common Stock deliverable on an Exchange Date, but instead shall round up the number of Exchange Shares issuable on an Exchange Date to the next whole share of HPAC Common Stock.

6.6Adjustments.

6.6.1If outstanding shares of the HPAC Common Stock shall be subdivided into a greater number of shares, or a dividend in shares of HPAC Common Stock or other securities of HPAC convertible into or exchangeable for HPAC Common Stock (in which latter event the number of shares of HPAC Common Stock issuable upon the conversion or exchange of such securities shall be deemed to have been distributed) shall be paid to holders of HPAC Common Stock, or if outstanding shares of HPAC Common Stock shall be combined into a smaller number of shares, in each case, the Exchange Ratio in effect immediately prior to such subdivision or combination or at the record date of such dividend, as applicable, shall, simultaneously with the effectiveness of such subdivision or combination or immediately after such record date, as applicable, be appropriately adjusted.

6.6.2In the event of any capital reorganization, any reclassification of HPAC Common Stock (other than a change in par value), or the consolidation or merger of HPAC with or into another Person (collectively referred to hereinafter as “Reorganizations”), upon a subsequent exchange of a Unitholder’s Class A Units, the Class A Unitholder shall be entitled to receive, and provision shall be made therefor in any agreement relating to a Reorganization, the kind and number of shares of HPAC Common Stock or other securities or property (including cash) of HPAC, or other corporation resulting from such consolidation or surviving such merger, which would have been due in connection with such Reorganization to a holder of the number of shares of HPAC Common Stock for which such Class A Units could have been exchanged as of the date of any such Reorganization; and in any such case appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Class A Unitholders, to the end that the provisions set forth herein (including the specified adjustments to the Exchange Ratio) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exchange of the Class A Units. The provisions of this Section 6.6.2 shall similarly apply to successive Reorganizations.

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6.6.3In each case of an adjustment or readjustment of the Exchange Ratio or the number or kind of securities deliverable upon exchange of the Class A Units, HPAC, at its expense, shall cause its Chief Financial Officer to compute such adjustment or readjustment in accordance with this Article Six and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first-class mail, postage prepaid, to each Class A Unitholder at their address as shown on the Company’s books and records. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, and such certificate shall, absent error, be controlling and determinative.

6.7Mandatory Exchange. The Managing Unitholder shall have the right, exercisable by written notice to the Class A Unitholders to such effect, to cause the mandatory exchange of all outstanding Class A Units for the number of shares of HPAC Common Stock determined in accordance with Section 6.2 hereof:

(a) upon or in connection with the Transfer by HPAC of a majority of its Units to one or more third parties which are not related to or affiliated with HPAC, on an arms’-length basis, in one transaction or a series of related transactions;

(b) upon or in connection with a dissolution and liquidation of the Company; or

(c) at any time after December 31, 2010.

ARTICLE SEVEN

Dissolution, Liquidation and Termination

7.1 Dissolution.

7.1.1 The Company shall dissolve upon, but not before, the first to occur of the following:

(a) A unanimous vote of the Unitholders in favor of dissolution;

(b) The disposition of substantially all of the assets of the Company;

(c) The dissolution, bankruptcy, death, resignation, expulsion or incompetency of any Unitholder unless within 180 days after such event the remaining Unitholders elect to continue the business of the Company, or if only one Unitholder remains, such Unitholder elects to continue the business of the Company; provided, however, that, in the event of a Unitholder’s death, such additional Unitholders shall not dilute, reduce or otherwise affect the distribution rights attributable to the Units of a deceased Unitholder; and

(d) Any other event which, under the Act, would cause the dissolution of a limited liability company unless within 180 days after such event the remaining Unitholders elect to continue the business of the Company, or if only one Unitholder remains, such Unitholder elects to continue the business of the Company and admits additional Unitholders in order to do so.

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7.1.2 Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Managing Unitholder shall proceed with reasonable promptness to liquidate the business of the Company.

7.1.3 During the period of the winding up of the affairs of the Company, the rights and obligations of the Unitholders shall continue.

7.2 Liquidation. The Company shall terminate after its affairs have been wound up and its assets fully distributed in liquidation as follows:

(a) first, to the payment of the debts and liabilities of the Company and the expenses of liquidation;

(b) next, to the setting up of any reserves which the Managing Unitholder may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, provided that any reserves not necessary to satisfy such liabilities or obligations are distributed as soon as practicable;

(c) next, to the Unitholders, to the extent such Persons have made loans to the Company, an amount equal to any unpaid accrued interest on, and then the principal balance of, such loans; and

(d) thereafter, to the Class B Unitholder.

7.3 Cancellation of Certificate of the Company. Upon the completion of the liquidation of Company’s property, the Managing Unitholder shall cause the cancellation of the Certificate of Formation.

ARTICLE EIGHT

Company Property

8.1  Company Property. The Company’s property shall consist of all Company assets and all Company funds. Title to the property and assets of the Company may be taken and held only in the name of the Company or in such other name or names as shall be determined by the Managing Unitholder. All property now or hereafter owned by the Company shall be deemed owned by the Company as an entity and no Unitholder, individually, shall have any ownership of such property. Title to the assets and properties, real and personal, now or hereafter owned by or leased to the Company, shall be held in the name of the Company or in such other name or names as the Managing Unitholder shall determine; provided, however, that if title is held other than in the name of the Company, the Person or Persons who hold title shall certify by instrument duly executed and acknowledged, in form for recording or filing, that title is held as nominee and/or trustee for the benefit of the Company pursuant to the terms of this Agreement and an executed copy of such instrument shall be delivered to the Managing Unitholder.

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8.2 Prohibition Against Partition. Each Unitholder hereby permanently waives and relinquishes any and all rights it may have to cause all or any part of the property of the Company to be partitioned, it being the intention of the Unitholders to prohibit any Unitholder from bringing a suit for partition against the other Unitholder, or any one of them.

ARTICLE NINE

Records and Accounting; Fiscal Affairs

9.1 Fiscal Year. The fiscal year of the Company shall end December 31.

9.2  Tax Elections. The Managing Unitholder shall have the authority to make any elections for Federal income tax purposes to the extent permitted by applicable law and regulations.

ARTICLE TEN

Miscellaneous

10.1 Notice. All notices, requests, demands and other communications hereunder shall be made in writing and shall be deemed to have been given if delivered by hand or by facsimile with a confirmation copy mailed first class registered mail, return receipt requested, postage and registry fees prepaid, to the Unitholders at the addresses set forth on Schedule I attached hereto. Any address may be changed by notice given to the Unitholders, as aforesaid, by the party whose address for notice is to be changed.

10.2 Separability. The invalidity or unenforceability of any provision in this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

10.3 Interpretation. This Agreement shall be interpreted and construed in accordance with the laws of the State of Delaware. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural as the identity of the Person or Persons referred to may require. The captions of sections of this Agreement have been inserted as a matter of convenience only and shall not control or affect the meaning or construction of any of the terms or provisions hereof.

10.4 Entire Agreement. The parties hereto agree that all understandings and agreements heretofore made between them (including, without limitation, the Original Agreement, as amended) are merged in this Agreement, which fully and completely expresses their agreement with respect to the subject matter hereof. There are no promises, agreements, conditions, understandings, warranties, or representations, oral or written, express or implied, among the parties hereto, other than as set forth in this Agreement or in any related agreements executed simultaneously herewith. All prior agreements among the parties (including, without limitation, the Original Agreement, as amended) are superseded by this Agreement which integrates all promises, agreements, conditions, and understandings among the parties with respect to the Company and its property.

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10.5 Termination, Revocation, Waiver, Modification or Amendment. This Agreement, and any provisions hereunder, may be terminated, revoked, waived, modified or amended at any time, and from time to time, at the discretion of the Managing Unitholder, provided, that no termination, revocation, waiver, modification or amendment of Section 4.2, Article Six, or this Section 10.5 of this Agreement shall be binding unless consented to in writing and executed by the Managing Unitholders and the Unitholders holding at least a majority of the Class A Units, and provided, further, that no termination, revocation, waiver, modification or amendment of Article 3 of this Agreement shall be binding unless consented to in writing and executed by all of the Unitholders.

10.6 Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors, permitted assigns, heirs, executors, administrators and legal representatives.

10.7 Further Assurances. Each of the parties hereto agrees to execute, acknowledge, deliver, file, record and publish such further certificates, instruments, agreements and other documents, and to take all such further action as may be required by law or deemed by the Unitholders to be necessary or useful in furtherance of the Company’s purposes and the objectives and intentions underlying this Agreement and not inconsistent with the terms hereof.

10.8 No Reliance by Third Parties. The provisions of this Agreement are not for the benefit of any creditor or other Person other than a Unitholder, and no creditor or other Person shall obtain any rights under this Agreement or by reason of this Agreement, or shall be able to make any claim in respect of any debts, liabilities or obligations against the Company or any Unitholder.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.

UNITHOLDERS:

/s/ Ronald Schad

RONALD SCHAD

/s/ Martin A. Kroll

MARTIN A. KROLL

/s/ William O’Rourke

WILLIAM O’ROURKE

/s/ William L. Erwin

WILLIAM L. ERWIN

HYDE PARK ACQUISITION CORP.

By: /s/ Laurence Levy

Name: Laurence Levy

Title: Chief Executive Officer

[Signature Page to Amended and Restated LLC Agreement]

ANNEX A

NOTICE OF EXCHANGE

The undersigned hereby elects to exchange Class A Units of Essex Holdings, LLC into shares of common stock, par value $0.0001 (the “Common Stock”), of Hyde Park Acquisition Corp., a Delaware corporation (“HPAC”), as set forth below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions reasonably requested by HPAC in accordance therewith. No fee will be charged to the holder for any exchange, except for such transfer taxes, if any.

Exchange Terms:
	Date to Effect Exchange:
	Number of Units to be Exchanged:
	Number of shares of Common Stock to be issued:
	Signature:
	Name:
	Address:

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SCHEDULE I

OWNERSHIP INTERESTS IN THE COMPANY

UNITHOLDER	NUMBER OF  CLASS A UNITS		NUMBER OF  CLASS B UNITS
1.     Ronald Schad 2104 Indian Creek Drive Manitowoc, WI 54220		493,670		0
2.     Martin A. Kroll 36 W802 Red Gate Court St. Charles, IL 60175		75,950		0
3.     William O’Rourke 13253 Callan Drive Orland Park, IL 60462		25,317		0
4.     William L. Erwin 997 Troon Trace Winter Springs, FL 32708		37,974		0
5.     Hyde Park Acquisition Corp. 461 Fifth Avenue, 25th Floor New York, New York 10017 Attn:Laurence S. Levy Edward Levy		0		150,000,000
TOTAL:		632,911		150,000,000

EX-10.8

Exhibit 10.8

REGISTRATION RIGHTS AGREEMENT

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.”).

A.The Company and the Investors are parties to that certain Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of Essex Holdings, dated as of even date herewith, pursuant to which the Investors have the right to exchange limited liability company interests in Essex Holdings LLC (the “LLC Interests”) for shares of the Company’s Common Stock (each such transaction, an “Exchange”);

B.Each of the Investors are party to certain Lock-Up Agreements with the Company, pursuant to which each of the Investors have agreed to certain restrictions on their right to transfer the shares of Common Stock issuable upon an Exchange; and

C.The Company desires to provide the Investors certain registration rights with respect to the shares of the Company’s Common Stock issuable upon an Exchange.

1. REGISTRATION RIGHTS.

1.1Definitions. For purposes of this Agreement:

(a)Common Stock. The term “Common Stock” means the Company’s common stock, $0.0001 par value per share.

(b)Exchange Act. The term “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

(c)Holder. The term “Holder” means any person owning of record Registrable Securities or any assignee of record of such Registrable Securities to whom rights set forth herein have been duly assigned in accordance with this Agreement.

(d)Reserved.

(e)Reserved.

(f)Maximum Number of Shares. The “Maximum Number of Shares” means the maximum dollar amount or maximum number of shares that can be sold in a particular offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable.

(g)Principals.The term “Principals” means Laurence Levy and Edward Levy, and their respective affiliates.

(h)Principal Rights Agreement. The term “Principal Rights Agreement” refers to that certain Registration Rights Agreement, dated as of March 5 2007, by and among the Company, the Principals and Isaac Kier.

(i)Principal Shares.The term “Principal Shares” means (i) all of the shares of Common Stock owned or held by the Principals prior to the consummation of the Company’s initial public offering or (ii) all of the warrants purchased privately by the Principals simultaneously with the consummation of the Company’s initial public offering (and underlying shares of Common Stock) and owned or held by the Principals upon consummation of the Company’s initial public offering.

(j)Registrable Securities. The term “Registrable Securities” means (i) the Common Stock issuable upon Exchange of the LLC Interests and (ii) any shares of Common Stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, any shares of Common Stock described in clause (i). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when:  (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement; (b) such securities shall have been transferred pursuant to Rule 144 of the Securities Act, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities may be sold by the Holder without restriction, or (d) such securities shall have ceased to be outstanding.

(k)Registration. The terms “register,”“registration” and “registered” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement.

(l)SEC. The term “SEC” or “Commission” means the U.S. Securities and Exchange Commission.

(m)Securities Act. The term “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

(n)Underwriter. The term “Underwriter” means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.

1.2Reserved.

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1.3Registrations on behalf of Holders.

(a)Piggy-Back Registration.

(1)In the event that, prior to the second anniversary of the date hereof, any of the Principal Shares are to be registered for sale pursuant to a registration statement under the Securities Act, or on or after the second anniversary of the date hereof, any shares of Common Stock are to be registered for sale pursuant to a registration statement under the Securities Act other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, (x) the Company shall send notice thereof to the Holders as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the Holders the opportunity to register the sale of such number of shares of Registrable Securities as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities being sold in such offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All Holders proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

(2)If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Principals or the Company desire to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 1.3(a), and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

(i)  If the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities and Principal Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, pro rata in accordance with the number of Shares that each such person has requested be included in such registration, regardless of the number of Shares held by such person (“Pro Rata”) that can be sold without exceeding the Maximum Number of Shares (but without prejudice to or reduction of the rights of the holders of Option Securities (as defined in the Principal Rights Agreement) pursuant to that certain Unit Purchase Option, dated March 5, 2007 (the “Unit Purchase Option”)); and (C) third, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares;

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EX-10.9

Exhibit 10.9

LOCK-UP AGREEMENT

October 31, 2008

Hyde Park Acquisition Corp.

461 Fifth Avenue, 25th Floor

New York, NY 10017

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, Laurence Levy and/or Edward Levy (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 Laurence Levy and/or Edward Levy (or their respective affiliates) decide to effect any such transfer prior to the Termination Date, Laurence Levy and/or Edward Levy (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 Laurence Levy and/or Edward Levy (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, Laurence Levy and/or Edward Levy (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.

/s/ Ronald L. Schad

Ronald L. Schad

[Signature page to R. Schad Lock-Up Agreement]

EX-10.10

Exhibit 10.10

LOCK-UP AGREEMENT

October 31, 2008

Hyde Park Acquisition Corp.

461 Fifth Avenue, 25th Floor

New York, NY 10017

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, Laurence Levy and/or Edward Levy (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 Laurence Levy and/or Edward Levy (or their respective affiliates) decide to effect any such transfer prior to the Termination Date, Laurence Levy and/or Edward Levy (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 Laurence Levy and/or Edward Levy (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, Laurence Levy and/or Edward Levy (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.

/s/ Martin A. Kroll

Martin A. Kroll

[Signature page to M. Kroll Lock-Up Agreement]

EX-10.11

Exhibit 10.11

LOCK-UP AGREEMENT

October 31, 2008

Hyde Park Acquisition Corp.

461 Fifth Avenue, 25th Floor

New York, NY 10017

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, Laurence Levy and/or Edward Levy (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 Laurence Levy and/or Edward Levy (or their respective affiliates) decide to effect any such transfer prior to the Termination Date, Laurence Levy and/or Edward Levy (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 Laurence Levy and/or Edward Levy (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, Laurence Levy and/or Edward Levy (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.

/s/ William L. Erwin

William L. Erwin

[Signature page to W. Erwin Lock-Up Agreement]

EX-10.12

Exhibit 10.12

LOCK-UP AGREEMENT

October 31, 2008

Hyde Park Acquisition Corp.

461 Fifth Avenue, 25th Floor

New York, NY 10017

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, Laurence Levy and/or Edward Levy (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 Laurence Levy and/or Edward Levy (or their respective affiliates) decide to effect any such transfer prior to the Termination Date, Laurence Levy and/or Edward Levy (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 Laurence Levy and/or Edward Levy (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, Laurence Levy and/or Edward Levy (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.

/s/ William J. O’Rourke

William J. O’Rourke

[Signature page to W. O’Rourke Lock-Up Agreement]