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.

              


      

    

    


    1.1 Definitions.
      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.

    


    1.2 Reserved. 

    


    
      
        
        

      

      
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    1.3 Registrations
      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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    (ii)  If
      the registration is a “demand” registration undertaken at the demand of holders
      of Principal Shares, (A) first, the shares of Common Stock or other securities
      for the account of the demanding persons and the shares of Registrable
      Securities as to which registration has been requested pursuant to the terms
      hereof, 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 pursuant to the Unit Purchase Option); (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 that the
      Company desires to sell that can be sold without exceeding the Maximum Number
      of
      Shares; (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 Option
      Securities, Pro Rata, as to which registration has been requested pursuant
      to
      the Unit Purchase Option, that can be sold without exceeding the Maximum Number
      of Shares ; and (D) fourth, to the extent that the Maximum Number of Shares
      has
      not been reached under the foregoing clauses (A), (B) and (C), 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 arrangements
      with such persons, that can be sold without exceeding the Maximum Number of
      Shares; and

     

    
      
        
        

      

      
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    (iii)  
      If the registration is a “demand” registration undertaken at the demand of
      persons other than either the holders of Registrable Securities or Principal
      Shares, (A) first, the shares of Common Stock or other securities for the
      account of the demanding persons 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 that the Company desires to sell that can be sold without
      exceeding the Maximum Number of Shares; (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 comprised of Registrable
      Securities and Principal Shares, Pro Rata, as to which registration has been
      requested pursuant to the applicable written contractual piggy-back registration
      rights of such security holders, 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 pursuant to the Unit Purchase Option) and (D)
      fourth, to the extent that the Maximum Number of Shares has not been reached
      under the foregoing clauses (A), (B) and (C), 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 arrangements with such persons,
      that
      can be sold without exceeding the Maximum Number of Shares.

    


    (3) Any
      Holder may elect to withdraw such Holders’ request for inclusion of Registrable
      Securities in any Piggy-Back Registration by giving written notice to the
      Company of such request to withdraw prior to the effectiveness of the
      Registration Statement. The Principals may withdraw a demand for registration
      statement at any time prior to the effectiveness of such registration statement.
      Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
      by the Holders in connection with such Piggy-Back Registration as provided
      in
      Section 1.3(c).

    


    (b) Request
      for Registration.
      

    


    (1) At
      any
      time and from time to time on or after the second anniversary of the date
      hereof, the holders of at least 50% of the aggregate number of shares of Common
      Stock held by all Holders, on an as-Exchanged basis, may make a written demand
      for registration under the Securities Act of all or part of the Registrable
      Securities held by such Holders (the “Demand
      Registration”).
      Any
      demand for a Demand Registration shall specify the number of shares of
      Registrable Securities proposed to be sold and the intended method(s) of
      distribution thereof. The Company will notify all Holders of the demand, and
      each Holder who wishes to include all or a portion of his Registrable Securities
      in the Demand Registration (each such Holder including shares of Registrable
      Securities in such registration, a “Demanding
      Holder”)
      shall
      so notify the Company within fifteen (15) days after the receipt by the holder
      of the notice from the Company. Upon any such request, the Demanding Holders
      shall be entitled to have their Registrable Securities included in the Demand
      Registration, subject to Sections 1.3(b)(2) and 1.3(b)(5). The Company shall
      not
      be obligated to effect more than one (1) Demand Registration under this Section
      1.3(b) in respect of all Registrable Securities held by Holders. Notwithstanding
      the foregoing, if, at the time the Company is required to file or effect a
      Demand Registration, the Company is eligible to file a Registration Statement
      on
      Form S-3, then the Company shall have the right to use such form in satisfaction
      of its obligations under this Section 1.3(b).

    


    (2) Notwithstanding
      the foregoing, if the Company shall, within the twenty day period immediately
      following receipt of a written demand pursuant to Section 1.3(b)(1), furnish
      to
      the Demanding Holders a certificate signed by the Chairman of the Board of
      Directors of the Company stating that in the good faith judgment of the Board
      of
      Directors of the Company it would be detrimental to the Company and its
      shareholders to file the Demand Registration because such filing would (i)
      materially interfere with a significant acquisition, corporate reorganization,
      or other similar transaction involving the Company; (ii) require premature
      disclosure of material information that the Company has a bona fide business
      purpose for preserving as confidential; or (iii) render the Company unable
      to
      comply with requirements under the Securities Act or Exchange Act, then the
      Company shall have the one-time right to defer such filing for a period of
      not
      more than forty-five (45) days after the date of delivery of such certificate;
      provided, however, the Company shall not register any securities for its own
      account or that of any other shareholder during such forty-five (45) day period
      other than in connection with a significant acquisition, corporate
      reorganization, or other similar transaction involving the Company.

    


    
      
        
        

      

      
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    (3) A
      registration will not count as a Demand Registration until the Registration
      Statement filed with the Commission with respect to such Demand Registration
      has
      been declared effective and the Company has complied with all of its obligations
      under this Agreement with respect thereto; provided, however, that if, after
      such Registration Statement has been declared effective, the offering of
      Registrable Securities pursuant to a Demand Registration is interfered with
      by
      any stop order or injunction of the Commission or any other governmental agency
      or court, the Registration Statement with respect to such Demand Registration
      will be deemed not to have been declared effective, unless and until, (i) such
      stop order or injunction is removed, rescinded or otherwise terminated, and
      (ii)
      a majority-in-interest of the Demanding Holders thereafter elect to continue
      the
      offering; provided, further, that the Company shall not be obligated to file
      a
      second Registration Statement until a Registration Statement that has been
      filed
      is counted as a Demand Registration or is terminated.

    


    (4) If
      a
      majority-in-interest of the Demanding Holders so elect and such holders so
      advise the Company as part of their written demand for a Demand Registration,
      the offering of such Registrable Securities pursuant to such Demand Registration
      shall be in the form of an underwritten offering. In such event, the right
      of
      any holder to include its Registrable Securities in such registration shall
      be
      conditioned upon such holder’s participation in such underwriting and the
      inclusion of such holder’s Registrable Securities in the underwriting to the
      extent provided herein. All Demanding Holders proposing to distribute their
      securities through such underwriting shall enter into an underwriting agreement
      in customary form with the Underwriter or Underwriters selected for such
      underwriting by a majority-in-interest of the holders initiating the Demand
      Registration.

    


    (5) If
      the
      managing Underwriter or Underwriters for a Demand Registration that is to be
      an
      underwritten offering advises the Company and the Demanding Holders in writing
      that the dollar amount or number of shares of Registrable Securities which
      the
      Demanding Holders desire to sell, taken together with all other shares of Common
      Stock or other securities which the Company desires to sell and the shares
      of
      Common Stock, if any, as to which registration has been requested pursuant
      to
      written contractual piggy-back registration rights held by other stockholders
      of
      the Company who desire to sell, exceeds the Maximum Number of Shares, then
      the
      Company shall include in such registration: (i) first, the Registrable
      Securities as to which Demand Registration has been requested by the Demanding
      Holders, Pro Rata, that can be sold without exceeding the Maximum Number of
      Shares; (ii) second, to the extent that the Maximum Number of Shares has not
      been reached under the foregoing clause (i), 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; and (iii) third, to the extent that the Maximum
      Number of Shares have not been reached under the foregoing clauses (i) and
      (ii),
      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
      arrangements with such persons and that can be sold without exceeding the
      Maximum Number of Shares.

    


    
      
        
        

      

      
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    (6) If
      a
      majority-in-interest of the Demanding Holders disapprove of the terms of any
      underwriting or are not entitled to include all of their Registrable Securities
      in any offering, such majority-in-interest of the Demanding Holders may elect
      to
      withdraw from such offering by giving written notice to the Company and the
      Underwriter or Underwriters of their request to withdraw prior to the
      effectiveness of the Registration Statement filed with the Commission with
      respect to such Demand Registration. If the majority-in-interest of the
      Demanding Holders withdraws from a proposed offering relating to a Demand
      Registration, then such registration shall not count as a Demand Registration
      provided for in Section 1.3(b)(1).

    


    (c) Expenses.
      All
      expenses incurred in connection with a registration pursuant to this Section
      1.3, including without limitation all registration, qualification, printers’,
      accounting and Company counsel fees shall be borne by the Company. Fees and
      expenses of counsel to the selling Holders and any other expenses exclusive
      to
      the selling Holders, including brokerage commissions or fees, shall be borne
      by
      the selling Holders. The Company shall have no obligation to pay any
      underwriting discounts or selling commissions attributable to the Registrable
      Securities being sold by the holders thereof pursuant to this Section 1.3,
      which
      underwriting discounts or selling commissions shall be borne by such holders.
      Additionally, in an underwritten offering, all selling stockholders and the
      Company shall bear the expenses of the Underwriter pro rata in proportion to
      the
      respective amount of shares each is selling in such offering.

    


    1.4 Obligations
      of the Company.
      When
      required to effect the registration of any Registrable Securities under this
      Agreement, the Company shall, subject to the provisions of Section
      1.4(e)
      below,
      as expeditiously as reasonably possible:

    


    (a) Use
      its
      best efforts to prepare and file with the SEC a registration statement with
      respect to such Registrable Securities and use its commercially reasonable
      efforts to cause such registration statement to become effective as soon as
      reasonably practicable, and to remain continuously effective for three years
      from the date of effectiveness or until no Registrable Securities are
      outstanding, whichever occurs earlier. 

    


    (b) Prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection with such registration statement
      as may be necessary to comply with the provisions of the Securities Act with
      respect to the disposition of all securities covered by such registration
      statement and comply with the provisions of the Securities Act with respect
      to
      the disposition of all Registrable Securities of the Company covered by such
      registration statement until such time as all of such Registrable Securities
      registered thereunder shall have been disposed of in accordance with the
      intended methods of disposition by the seller or sellers thereof as set forth
      in
      such registration statement. In the case of amendments and supplements to a
      registration statement which are required to be filed pursuant to this Agreement
      by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K
      or
      any analogous report under the Exchange Act, the Company shall have incorporated
      such report by reference into such registration statement, if applicable, or
      shall file such amendments or supplements with the SEC on the same day on which
      the Exchange Act report is filed which created the requirement for the Company
      to amend or supplement such registration statement.

    


    
      
        
        

      

      
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    (c) Furnish
      to the Holders such number of copies of a prospectus, including a preliminary
      prospectus, in conformity with the requirements of the Securities Act, and
      such
      other documents as they may reasonably request in order to facilitate the
      disposition of the Registrable Securities owned by them that are included in
      such registration statement.

    


    (d) Use
      reasonable efforts to register and qualify the securities covered by such
      registration statement under such other securities or Blue Sky laws of such
      jurisdictions as shall be reasonably requested by the Holders, provided that
      the
      Company shall not be required in connection therewith or as a condition thereto
      to qualify to do business or to file a general consent to service of process
      in
      any such states or jurisdictions. The Company shall promptly notify each selling
      Holder of the receipt by the Company of any notification with respect to the
      suspension of the registration or qualification of any of the Registrable
      Securities for sale under the securities or "blue sky" laws of any jurisdiction
      in the United States or its receipt of actual notice of the initiation or
      threatening of any proceeding for such purpose.

    


    (e) Notify
      each selling Holder of Registrable Securities covered by such registration
      statement at any time when a prospectus relating thereto is required to be
      delivered under the Securities Act of the occurrence of any event as a result
      of
      which the prospectus included in such registration statement, as then in effect,
      includes an untrue statement of a material fact or omits to state a material
      fact required to be stated therein or necessary to make the statements therein
      not misleading in the light of the circumstances then existing
      and
      promptly prepare a supplement or amendment to such registration statement to
      correct such untrue statement or omission, and deliver ten (10) copies of such
      supplement or amendment to each selling Holder (or such other number of copies
      as such Holder may reasonably request).

    


    (f) Use
      its
      commercially reasonable efforts to (i) prevent the issuance of any stop order
      or
      other suspension of effectiveness of any registration statement prepared
      hereunder, or the suspension of the qualification of any of the Registrable
      Securities for sale in any jurisdiction and, (ii) if such an order or suspension
      is issued, to obtain the withdrawal of such order or suspension at the earliest
      possible moment and to notify each Holder who holds Registrable Securities
      being
      sold of the issuance of such order and the resolution thereof or its receipt
      of
      actual notice of the initiation or threat of any proceeding for such
      purpose.

    


    (g) Use
      its
      commercially reasonable efforts either to cause all the Registrable Securities
      covered by a registration statement prepared hereunder to be listed on each
      securities exchange on which securities of the same class or series issued
      by
      the Company are then listed, if any, if the listing of such Registrable
      Securities is then permitted under the rules of such exchange. The Company
      shall
      pay all fees and expenses in connection with satisfying its obligation under
      this Section 1.4(g).

    


    (h) Cooperate
      with the Holders who hold Registrable Securities being offered and, to the
      extent applicable, facilitate the timely preparation and delivery of
      certificates (not bearing any restrictive legend) representing the Registrable
      Securities to be offered pursuant to a registration statement filed hereunder
      and enable such certificates to be in such denominations or amounts, as the
      case
      may be, as such Holders may reasonably request and registered in such names
      as
      such Holders may request.

    


    
      
        
        

      

      
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    (i) If
      requested by a selling Holder, use its commercially reasonable efforts to (i)
      as
      soon as practicable incorporate in a prospectus supplement or post-effective
      amendment such information as a selling Holder reasonably requests to be
      included therein relating to the sale and distribution of Registrable
      Securities, including, without limitation, information with respect to the
      number of Registrable Securities being offered or sold, the purchase price
      being
      paid therefor and any other terms of the offering of the Registrable Securities
      to be sold in such offering; (ii) as soon as practicable make all required
      filings of such prospectus supplement or post-effective amendment after being
      notified of the matters to be incorporated in such prospectus supplement or
      post-effective amendment; and (iii) as soon as practicable, supplement or make
      amendments to any registration statement if reasonably requested by a selling
      Holder holding any Registrable Securities.

    


    (j) Promptly
      make available for inspection by the selling
      Holders
      and any Underwriter, attorney or accountant or other agent retained by such
      Holders, all financial and other records, pertinent corporate documents, and
      properties of the Company, and cause the Company’s officers, directors,
      employees, and independent accountants to supply all information reasonably
      requested by any such Holders
      or any
      Underwriters,
      in each
      case, as necessary or advisable to verify the accuracy of the information in
      such registration statement and to conduct appropriate due diligence
      in
      connection therewith.

    


    (k) Notify
      each selling
      Holder,
      promptly after the Company receives notice thereof, of the time when such
      registration statement has been declared effective or a supplement to any
      prospectus forming a part of such registration statement has been
      filed.
      

    


    (l) After
      such registration statement becomes effective, notify each selling
      Holder
      of
      any request by the SEC that the Company amend or supplement such registration
      statement or prospectus.

    


    (m) Notwithstanding
      any other provision of this Agreement, from and after the time a registration
      statement filed under this Section 1 covering Registrable Securities is declared
      effective, the Company shall have the right to suspend the registration
      statement and the related prospectus in order to prevent premature disclosure
      of
      any material non-public information related to corporate developments by
      delivering notice of such suspension to the Holders, provided,
      however,
      that the
      Company may exercise the right to such suspension only once in any 12-month
      period and for a period not to exceed forty-five (45) days. From and after
      the
      date of a notice of suspension under this Section 1.4(m), each selling Holder
      agrees not to use the registration statement or the related prospectus for
      resale of any Registrable Security until the earlier of (1) notice from the
      Company that such suspension has been lifted or (2) the 60th
      day
      following the giving of the notice of suspension.

    


    
      
        
        

      

      
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    1.5 Furnish
      Information.
      It
      shall be a condition precedent to the obligations of the Company to take any
      action pursuant to Section 1.3 that the selling Holders shall furnish to the
      Company or the managing Underwriter, if any, such information regarding
      themselves, the Registrable Securities held by them, and the intended method
      of
      disposition of such securities as shall be required to timely effect the
      registration of their Registrable Securities.

    


    1.6 Delay
      of Registration.
      No
      Holder shall have any right to obtain or seek an injunction restraining or
      otherwise delaying any such registration as the result of any controversy that
      might arise with respect to the interpretation or implementation of this
      Section 1.

    


    1.7 Indemnification.
      In the
      event any Registrable Securities are included in a registration statement under
      Section 1.3:

    


    (a) By
      the
      Company.
      To the
      extent permitted by law, the Company will indemnify and hold harmless each
      Holder, the partners, officers, directors, members, employees and agents of
      each
      Holder, any underwriter (as defined in the Securities Act) for such Holder
      and
      each person, if any, who controls such Holder or underwriter within the meaning
      of the Securities Act or the Exchange Act, against any losses, claims, damages,
      or liabilities (joint or several) to which they may become subject under the
      Securities Act, the Exchange Act or other federal or state law, insofar as
      such
      losses, claims, damages, or liabilities (or actions in respect thereof) arise
      out of or are based upon any of the following statements, omissions or
      violations (collectively, the “Violations”
      and,
      individually, a “Violation”):

    


    (1) any
      untrue statement or alleged untrue statement of a material fact contained in
      such registration statement, including any preliminary prospectus or final
      prospectus contained therein or any amendments or supplements thereto;
      or

    


    (2) the
      omission or alleged omission to state therein a material fact required to be
      stated therein, or necessary to make the statements therein not misleading;
      or

    


    (3) any
      violation or alleged violation by the Company of the Securities Act, the
      Exchange Act, any federal or state securities law or any rule or regulation
      promulgated under the Securities Act, the Exchange Act or any federal or state
      securities law in connection with the offering covered by such registration
      statement.

    


    The
      Company will promptly reimburse each such Holder, partner, officer or director,
      underwriter or controlling person for any legal or other expenses reasonably
      incurred by them, after a request for reimbursement has been received by the
      Company, in connection with investigating or defending any such loss, claim,
      damage, liability or action; provided however,
      that
      the indemnity agreement contained in this Section 1.7(a)
      shall
      not apply to amounts paid in settlement of any such loss, claim, damage,
      liability or action if such settlement is effected without the consent of the
      Company (which consent shall not be unreasonably withheld), nor shall the
      Company be liable in any such case for any such loss, claim, damage, liability
      or action to the extent that it arises out of or is based upon a Violation
      which
      occurs in reliance upon and in conformity with written information furnished
      expressly for use in connection with such registration under this Agreement
      by
      such Holder, partner, officer, director, underwriter or controlling person
      of
      such Holder. The Company also shall indemnify any Underwriter of the Registrable
      Securities, their officers, affiliates, directors, partners, members and agents
      and each person who controls such Underwriter on substantially the same basis
      as
      that of the indemnification provided above in this Section 1.7.

    


    
      
        
        

      

      
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    (b) By
      Selling Holders.
      To the
      extent permitted by law, each selling Holder will be required severally and
      not
      jointly to indemnify and hold harmless the Company, each of its directors,
      employees, agents, each of its officers who have signed the registration
      statement, each person, if any, who controls the Company within the meaning
      of
      the Securities Act, any underwriter and any other Holder selling securities
      under such registration statement or any of such other Holder’s partners,
      directors or officers or any person who controls such Holder within the meaning
      of the Securities Act or the Exchange Act, against any losses, claims, damages
      or liabilities (joint or several) to which the Company or any such director,
      officer, controlling person, underwriter or other such Holder, partner or
      director, officer or controlling person of such other Holder may become subject
      under the Securities Act, the Exchange Act or other federal or state law,
      insofar as such losses, claims, damages or liabilities (or actions in respect
      thereto) arise out of or are based upon any Violation, in each case to the
      extent (and only to the extent) that such Violation occurs in reliance upon
      and
      in conformity with written information furnished by such Holder expressly for
      use in connection with such registration under this Agreement. Each such Holder
      will reimburse any legal or other expenses reasonably incurred by the Company
      or
      any such director, officer, controlling person, underwriter or other Holder,
      partner, officer, director or controlling person of such other Holder in
      connection with investigating or defending any such loss, claim, damage,
      liability or action; promptly after a request for reimbursement has been
      received by the indemnifying Holder, provided,
      however,
      that
      the indemnity agreement contained in this Section 1.7(b)
      shall
      not apply to amounts paid in settlement of any such loss, claim, damage,
      liability or action if such settlement is effected without the consent of the
      selling Holder, which consent shall not be unreasonably withheld; and
provided further,
      that
      the total amounts payable in indemnity by a selling Holder under this
      Section 1.7(b)
      in
      respect of any Violation shall not exceed the net proceeds received by such
      Holder in the registered offering out of which such Violation
      arises.

    


    (c) Notice.
      Promptly after receipt by an indemnified party under this
      Section  1.7
      of
      notice of the commencement of any action (including any governmental action),
      such indemnified party will, if a claim in respect thereof is to be made against
      any indemnifying party under this Section  1.7,
      deliver
      to the indemnifying party a written notice of the commencement thereof. The
      indemnifying party shall have the right to participate in, and, to the extent
      the indemnifying party so desires, jointly with any other indemnifying party
      similarly noticed, to assume the defense thereof with counsel mutually
      satisfactory to the parties; provided,
      however,
      that an
      indemnified party shall have the right to retain its own counsel, with the
      fees
      and expenses to be paid by the indemnifying party, if representation of such
      indemnified party by the counsel retained by the indemnifying party would be
      inappropriate due to actual or potential conflict of interests between such
      indemnified party and any other party represented by such counsel in such
      proceeding. The failure to deliver written notice to the indemnifying party
      within a reasonable time of the commencement of any such action, if prejudicial
      to its ability to defend such action, shall relieve such indemnifying party
      of
      any liability to the indemnified party under this Section 1.7,
      but the
      omission so to deliver written notice to the indemnifying party will not relieve
      it of any liability that it may have to any indemnified party otherwise than
      under this Section 1.7.

    


    
      
        
        

      

      
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    (d) Defect
      Eliminated in Final Prospectus.
      The
      foregoing indemnity agreements of the Company and selling Holders are subject
      to
      the condition that, insofar as they relate to any Violation made in a
      preliminary prospectus but eliminated or remedied in the amended prospectus
      on
      file with the SEC at the time the registration statement in question becomes
      effective or the amended prospectus filed with the SEC pursuant to SEC
      Rule 424(b) (the “Final
      Prospectus”),
      such
      indemnity agreement shall not inure to the benefit of any person if a copy
      of
      the Final Prospectus was furnished to the indemnified party and was not
      furnished to the person asserting the loss, liability, claim or damage at or
      prior to the time such action is required by the Securities Act.

    


    (e) Contribution.
      If the
      indemnification provided for in this Section 1.7
      is held
      by a court of competent jurisdiction to be unavailable to an indemnified party
      with respect to any loss, liability, claim, damage or expense referred to
      herein, then the indemnifying party, in lieu of indemnifying the indemnified
      party, shall contribute to the amount paid or payable by such indemnified party
      with respect to such loss, liability, claim, damage or expense in the proportion
      that is appropriate to reflect the relative fault of the indemnifying party
      and
      the indemnified party in connection with the statements or omissions that
      resulted in such loss, liability, claim, damage or expense, as well as any
      other
      relevant equitable considerations. The relative fault of the indemnifying party
      and the indemnified party shall be determined by reference to, among other
      things, whether the untrue or alleged untrue statement of material fact or
      the
      omission to state a material fact relates to information supplied by the
      indemnifying party or by the indemnified party pursuant to a registration under
      this Agreement, and the parties’ relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or omission.
      In
      any such case, (A) no such Holder will be required to contribute any amount
      in excess of the public offering price of all such Registrable Securities
      offered and sold by such Holder pursuant to such registration statement; and
      (B) no person or entity guilty of fraudulent misrepresentation (within the
      meaning of Section 11(f) of the Securities Act) will be entitled to
      contribution from any person or entity who was not guilty of such fraudulent
      misrepresentation.

    


    (f) Survival.
      The
      obligations of the Company and selling Holders under this
      Section 1.7
      shall
      survive the completion of any offering of Registrable Securities in a
      registration statement, and otherwise.

    


    1.8 Rule 144
      Reporting.
      With a
      view to making available the benefits of certain rules and regulations of the
      Commission which may at any time permit the sale of the Registrable Securities
      to the public without registration, the Company agrees to:

    


    (a) Make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144 under the Securities Act;

    


    (b) Use
      reasonable efforts to file with the Commission in a timely manner all reports
      and other documents required of the Company under the Securities Act and the
      Exchange Act; and

    


    
      
        
        

      

      
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    (c) So
      long
      as a Holder owns any Registrable Securities, to furnish to the Holder forthwith
      upon request a written statement by the Company as to its compliance with the
      reporting requirements of said Rule 144, and of the Securities Act and the
      Exchange Act, a copy of the most recent annual or quarterly report of the
      Company, and such other reports and documents of the Company as a Holder may
      reasonably request in availing itself of any rule or regulation of the
      Commission allowing a Holder to sell any such securities without
      registration.

    


    1.9 No
      Net Cash Settlement Value.
      In
      connection with an Exchange, the Company will not be obligated to deliver
      securities, and there are no contractual penalties for failure to deliver
      securities, if a registration statement is not effective at the time of an
      Exchange; however, the Company may satisfy its obligation by delivering
      unregistered shares of Common Stock. In no event will be the Company be required
      to net cash settle an Exchange of LLC Interests.

    


    1.10 Additional
      Shares.
      The
      Company, at its option, may register, under any registration statement and
      any
      filings with any state securities commissions filed pursuant to this Agreement,
      any number of unissued shares of Common Stock of the Company or any shares
      of
      Common Stock or other securities of the Company owned by any other
      securityholder(s) of the Company. 

    


    2. ASSIGNMENT
      AND AMENDMENT.

    


    2.1 Assignment.
      The
      registration rights of a Holder under Section 1
      hereof
      may be assigned only to an assignee of LLC Interests permitted under the LLC
      Agreement; provided,
      however
      that no
      party may assign any of the foregoing rights unless the Company is given written
      notice by the assigning party at the time of such assignment stating the name
      and address of the assignee and identifying the securities of the Company as
      to
      which the rights in question are being assigned; and provided further
      that any
      such assignee acknowledges in writing the terms and conditions of, and its
      obligations as a Holder under, this Agreement. 

    


    2.2 Amendment
      and Waiver of Rights.
      Any
      provision of this Agreement may be amended and the observance thereof may be
      waived (either generally or in a particular instance and either retroactively
      or
      prospectively), only with the written consent of the Company and the Holders
      (and/or any of their permitted successors and assignors) holding LLC Interests
      representing and/or exchangeable for a majority of all of the Holders’ Shares,
      or , following such exchange, holding a majority of all of the Holders’ Shares,
      provided that the consent of the Holders shall not be required after such time
      as the Holders shall not hold any LLC Interests exchangeable for Holders’ Shares
      or any Holders’ Shares. As used herein, the term “Holders’
      Shares”
      shall
      mean the shares of Common Stock then issuable upon Exchange of all then
      outstanding LLC Interests held by the Holders. Any amendment or waiver effected
      in accordance with this Section 2.2
      shall be
      binding upon each Holder, each permitted successor or assignee of such Holder
      and the Company.

    


    
      
        
        

      

      
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    3. GENERAL
      PROVISIONS.

    


    3.1 Notices.
      Any and
      all notices required or permitted to be given to a party pursuant to the
      provisions of this Agreement will be in writing and will be effective and deemed
      to provide such party sufficient notice under this Agreement on the earliest
      of
      the following: (i) at the time of personal delivery, if delivery is in
      person; (ii) at the time of transmission by facsimile, addressed to the
      other party at its facsimile number specified herein (or hereafter modified
      by
      subsequent notice to the parties hereto), with confirmation of receipt made
      by
      both telephone and printed confirmation sheet verifying successful transmission
      of the facsimile; (iii) one
      (1) business day after deposit with an express overnight courier for United
      States deliveries, or two (2) business days after such deposit for deliveries
      outside of the United States, with proof of delivery from the courier requested;
      or (iv) three (3) business days after deposit in the United States mail by
      certified mail (return receipt requested) for United States
      deliveries.

    


    All
      notices not delivered personally or by facsimile will be sent with postage
      and/or other charges prepaid and properly addressed to the party to be notified
      at the address or facsimile number as follows, or at such other address or
      facsimile number as such other party may designate by one of the indicated
      means
      of notice herein to the other parties hereto as follows:

    


    (a) if
      to a
      Holder, at such Holder’s address as set forth on Exhibit A
      hereto.

    


    (b) if
      to the
      Company, marked “Attention: President”, at Hyde Park Acquisition Corp., 461
      Fifth Avenue, 25th
      Floor,
      New York, New York 10017.

    


    3.2 Entire
      Agreement.
      This
      Agreement and the documents referred to herein, together with all the Exhibits
      hereto, constitute the entire agreement and understanding of the parties with
      respect to the subject matter of this Agreement, and supersede any and all
      prior
      understandings and agreements, whether oral or written, between or among the
      parties hereto with respect to the specific subject matter hereof. 

    


    3.3 Governing
      Law; Jurisdiction.
      This
      Agreement will be governed by and construed in accordance with the laws of
      the
      State of New York , without giving effect to that body of laws pertaining to
      conflict of laws. Each of the parties hereto hereby irrevocably consents to
      the
      exclusive jurisdiction of the courts of the Second Department of the Supreme
      Court 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 Agreement.

    


    3.4 Severability.
      If any
      provision of this Agreement is determined by any court or arbitrator of
      competent jurisdiction to be invalid, illegal or unenforceable in any respect,
      such provision will be enforced to the maximum extent possible given the intent
      of the parties hereto. If such clause or provision cannot be so enforced, such
      provision shall be stricken from this Agreement and the remainder of this
      Agreement shall be enforced as if such invalid, illegal or unenforceable clause
      or provision had (to the extent not enforceable) never been contained in this
      Agreement. Notwithstanding the forgoing, if the value of this Agreement based
      upon the substantial benefit of the bargain for any party is materially
      impaired, which determination as made by the presiding court or arbitrator
      of
      competent jurisdiction shall be binding, then both parties agree to substitute
      such provision(s) through good faith negotiations.

    


    
      
        
        

      

      
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    3.5 Third
      Parties.
      Nothing
      in this Agreement, express or implied, is intended to confer upon any person,
      other than the parties hereto and their successors and assigns, any rights
      or
      remedies under or by reason of this Agreement.

    


    3.6 Successors
      And Assigns.
      Subject
      to the provisions of Section 2.1,
      this
      Agreement, and the rights and obligations of the parties hereunder, will be
      binding upon and inure to the benefit of their respective successors, assigns,
      heirs, executors, administrators and legal representatives.

    


    3.7 Titles
      and Headings.
      The
      titles, captions and headings of this Agreement are included for ease of
      reference only and will be disregarded in interpreting or construing this
      Agreement.

    


    3.8 Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed and delivered will be deemed an original, and all of which together
      shall constitute one and the same agreement.

    


    3.9 Further
      Assurances.
      The
      parties agree to execute such further documents and instruments and to take
      such
      further actions as may be reasonably necessary to carry out the purposes and
      intent of this Agreement.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

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

    

      
        	
                HYDE
                  PARK ACQUISITION CORP.

              
	 
	
                By:
                  

              	/s/
                Laurence Levy
	
                Name: 

              	Laurence
                Levy
	
                Title:

              	Chief
                Executive Officer
	 
	
                /s/
                  Martin A. Kroll

              
	
                Martin
                  A. Kroll

              
	 
	 
	
                /s/
                  Ronald L. Schad

              
	
                Ronald
                  L. Schad

              
	 
	 
	
                /s/
                  William L. Erwin

              
	
                William
                  L. Erwin

              
	 
	 
	
                /s/
                  William J. O’Rourke

              
	
                William
                  J. O’Rourke

              


      

    

    


    [Signature
      page to Registration Rights Agreement]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    
      	
              Ronald
                L. Schad

            
	 
	
              Martin
                A. Kroll

            
	 
	
              William
                L. Erwin

            
	 
	
              William
                J. O’Rourke