EXHIBIT 10.3







STOCK ESCROW AGREEMENT


 


STOCK
ESCROW AGREEMENT, dated as of _________, 2012 (“Agreement”), by and among HYDE PARK ACQUISITION CORP. II, a Delaware
corporation (“Company”), LAURENCE S. LEVY, EDWARD LEVY, KNOTT PARTNERS, LP, KNOTT PARTNERS OFFSHORE MASTER FUND, L.P.,
SHOSHONE PARTNERS, L.P., DAVID M. KNOTT, MATTHEW CAMPBELL, GREG RICE, WALTER MCLALLEN, NMJ TRUST II, Steve
Tananbaum, Calm Waters LP, Shelley Bergman, Richard Shuster, Gregory Weiss, 1837 Partners LP, 1837 Partners QP, LP, 1837 Partners
Ltd., Barkley J. Stuart Revocable Trust, Diamond Jack Irrevocable Trust, Nicola Ziman, James Greenberg, Richard Klapow, Jason
Grant and Mark Dalton (collectively
“Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow
Agent”).


 


WHEREAS,
the Company has entered into an Underwriting Agreement, dated _________, 2012 (“Underwriting Agreement”),
with Deutsche Bank Securities Inc. (“Deutsche Bank”) acting as representative of the several
underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters have
agreed to purchase 7,500,000 shares of common stock, par value $0.0001 per share (“Common Stock”) of the Company,
plus an additional 1,125,000 Shares of Common Stock if the Underwriters exercise their over-allotment option in
full, all as more fully described in the Company’s
final Prospectus, dated _________, 2012 (“Prospectus”) comprising part of the Company’s Registration
Statement on Form S-1 (File No. 333-174030) under the Securities Act of 1933, as amended (“Registration
Statement”), declared effective on _________, 2012 (“Effective Date”).


 


WHEREAS,
the Initial Stockholders have agreed as a condition of the sale of the shares of Common Stock to deposit their shares of Common Stock of the Company,
as set forth opposite their respective names in Exhibit A attached hereto (collectively “Escrow Shares”), in escrow
as hereinafter provided.


 


WHEREAS,
the Company and the Initial Stockholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed
as hereinafter provided.


 


IT IS
AGREED:


 


1.           Appointment
of Escrow Agent.  The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance
with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance
with and subject to such terms.


 


2.           Deposit
of Escrow Shares.  On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow
Agent certificates representing such Initial Stockholder’s respective Escrow Shares, to be held and disbursed subject to
the terms and conditions of this Agreement.  Each Initial Stockholder acknowledges that the certificate representing
such Initial Stockholder’s Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.


 



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3.           Disbursement
of the Escrow Shares.


 


3.1           The
Escrow Agent shall hold the Escrow Shares until one year after the consummation of a Business Combination (the “Escrow
Period”); provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that
the Company is being liquidated at any time after the date hereof, then the Escrow Agent shall promptly destroy the
certificates representing the Escrow Shares; provided further, however, that the Escrow Agent (i) shall disburse each
Initial Stockholder’s Escrow Shares (and any applicable share power) to such Initial Stockholder, if, within one year
after the Company consummates a Business Combination, the Company (or the surviving entity) subsequently consummates a
liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such entity
having the right to exchange their shares of Common Stock for cash, securities or other property and (ii) (A) shall disburse
fifty percent (50%) of each Initial Stockholder’s Escrow Shares to such Initial Stockholder, if, within one year after
the Company consummates a Business Combination, the last sales price of the Common Stock equals or exceeds $12.50 per share
(as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any
30-trading day period commencing after such Business Combination, and (B) shall disburse the remaining fifty percent (50%) of
each Initial Stockholder’s Escrow Shares to such Initial Stockholder, if, within one year after the Company consummates
a Business Combination, the last sales price of the Common Stock equals or exceeds $15.00 per share (as adjusted for
stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day
period commencing after such Business Combination, in each case upon receipt of a notice executed by the Chairman of the
Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow
Agent, certifying that such transaction is then being consummated or such conditions have been achieved,
as applicable.  The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of
the Escrow Shares in accordance with this Section 3.


 


3.2           Notwithstanding
Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,125,000 shares
of Common Stock of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting
Agreement), the Initial Stockholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost,
the number of Escrow Shares held by each Initial Stockholder determined by multiplying (a) the product of (i) 281,250,
multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by each Initial Stockholder,
and (y) the denominator of which is the total number of Escrow Shares, by (b) a fraction (“Overallotment
Fraction”), (i) the numerator of which is 1,125,000 minus the number of shares of Common Stock purchased by the
Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,125,000. The Company
shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment
option and the number of shares of Common Stock, if any, purchased by the Underwriters in connection with their exercise thereof.


 



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4.           Rights
of Initial Shareholders in Escrow Shares.


 


4.1           Voting
Rights as a Stockholder.  Subject to the terms of the Insider Letters described in Section 4.4 hereof and except
as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow
Period, including, without limitation, the right to vote such shares.


 


4.2           Dividends
and Other Distributions in Respect of the Escrow Shares.  During the Escrow Period, all dividends payable in cash
with respect to the Escrow Shares held in escrow at the time of the dividend shall be paid to the Initial Stockholders, but all
dividends payable in stock or other non-cash property (“Non-Cash Dividends”) with respect to the Escrow Shares held
in escrow at the time of the dividend shall be delivered to the Escrow Agent to hold in accordance with the terms hereof.  As
used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


 


4.3           Restrictions
on Transfer.  During the Escrow Period, while any Escrow Shares are still held by the Escrow Agent pursuant to the
terms of this Agreement, the only permitted transfers of such Escrow Shares will be (i) to the Initial Stockholders or to the
Company’s officers, directors and employees, (ii) if the Initial Stockholder is an entity, as a distribution to partners,
members, stockholders or affiliates of the Initial Stockholder upon the liquidation and dissolution of the Initial Stockholder,
(iii) by bona fide gift to a member of the Initial Stockholder’s immediate family or to a trust, the beneficiary of which
is the Initial Stockholder or a member of the Initial Stockholder’s immediate family for estate planning purposes, (iv)
by virtue of the laws of descent and distribution upon death of the Initial Holder, (v) pursuant to a qualified domestic relations
order, (vi) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities,
(vii) by private sales at prices no greater than the price at which the Escrow Shares were originally purchased or (viii) to the
Company for cancellation in connection with the consummation of a Business Combination, in each case, except for clause (viii),
on the condition that such transfers may be implemented only upon the respective transferee’s written agreement to be bound
by the terms and conditions of this Agreement and of the Insider Letter (as defined below) signed by the Initial Stockholder transferring
the Escrow Shares.


 


4.4           Insider
Letters.  Each of the Initial Stockholders has executed a letter agreement with Deutsche Bank and the Company, dated
as indicated on Exhibit A hereto, and which is filed as an exhibit to the Registration Statement (“Insider Letter”),
respecting the rights and obligations of such Initial Stockholder in certain events, including but not limited to the liquidation
of the Company.


 



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5.           Concerning
the Escrow Agent.


 


5.1           Good
Faith Reliance.  The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in
the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or
presented by the proper person or persons.  The Escrow Agent shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by
the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior
written consent thereto.


 


5.2           Indemnification.  The
Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including counsel fees and disbursements,
or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any
way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow
Shares held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow
Agent.  Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action,
suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing.  In the event of the receipt
of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate
court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate
court or it may retain the Escrow Shares pending receipt of a final, non appealable order of a court having jurisdiction over
all of the parties hereto directing to whom and under what circumstances the Escrow Shares are to be disbursed and delivered.  The
provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or
5.6 below.


 


5.3           Compensation.  The
Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder.  The
Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration
of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and
all taxes or other governmental charges.


 


5.4           Further
Assurances.  From time to time on and after the date hereof, the Company and the Initial Stockholders shall deliver
or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further
acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement,
to evidence compliance herewith or to assure itself that it is protected in acting hereunder.


 



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5.5           Resignation.  The
Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties
hereto written notice and such resignation shall become effective as hereinafter provided.  Such resignation shall become
effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the Escrow
Shares held hereunder.  If no new escrow agent is so appointed within the sixty (60) day period following the giving
of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it reasonably deems appropriate.


 


5.6           Discharge
of Escrow Agent.  The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so
requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective
only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.


 


5.7           Liability.  Notwithstanding
anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence
or its own willful misconduct.


 


5.8           Waiver.  The
Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


6.           Miscellaneous.


 


6.1           Governing
Law.  This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with
the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of
the substantive laws of another jurisdiction.


 


6.2           Third
Party Beneficiaries.  Each of the Initial Stockholders hereby acknowledges that the Underwriters are third party
beneficiaries of this Agreement and this Agreement may not be modified or changed without the prior written consent of Deutsche
Bank.


 


6.3           Entire
Agreement.  This Agreement contains the entire agreement of the parties hereto with respect to the subject matter
hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the
party to the charged.


 


6.4           Headings.  The
headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
thereof.


 


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


 


6.6           Notices.  Any
notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally
or be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid,
and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as follows:


 



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If to the Company, to:


 


Hyde Park Acquisition
Corp. II


500 Fifth Avenue,
50th Floor


New York, New York
10110


Attn:  Laurence
S. Levy, Chairman and Chief Executive Officer


Fax No.:  (___)
___-____


 


If to a Stockholder, to his
address set forth in Exhibit A.


 


and if to the Escrow Agent,
to:


 


Continental Stock Transfer &
Trust Company


17 Battery Place


New York, New York 10004


Attn:  Chairman


 


A copy of any notice sent hereunder
shall be sent to:


 


Deutsche Bank Securities
Inc.


300 South Grand Avenue


Los Angeles, California
90071


Attn:  Stan
Budeshtsky


Fax No.:  (213)
985-2425


 


and:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York
10174


Attn:  David
Alan Miller, Esq.


 


and:


 


Skadden, Arps, Slate,
Meagher & Flom LLP


300 South Grand Avenue,
Suite 3400


Los Angeles, California
90071


Attn:  Gregg
A. Noel, Esq.


 



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The parties may change the persons
and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner
provided herein for giving notice.


 


6.7           Liquidation
of the Company.  The Company shall give the Escrow Agent written notification of the liquidation and dissolution
of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the
Prospectus.


 


[Signature Page Follows]



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WITNESS the execution of this
Agreement as of the date first above written.


 


	 	COMPANY:
	 	 
	 	HYDE PARK ACQUISITION CORP. II
	 	 
	By:	 
	 	Name:
	 	Title:
	 	 
	 	INITIAL STOCKHOLDERS:
	 	 
	 	 
	 	Laurence S. Levy
	 	 
	 	 
	 	Edward Levy
	 	 
	 	KNOTT PARTNERS, LP
	 	 
	By:	 
	 	Name:
	 	Title:
	 	 
	 	
        KNOTT PARTNERS OFFSHORE MASTER

        FUND, L.P.

	 	 
	By:	 
	 	Name:
	 	Title:
	 	 
	 	SHOSHONE PARTNERS, L.P.
	 	 
	By:	 
	 	Name:
	 	Title:


 



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	 	David M. Knott
	 	 
	 	 
	 	Matthew Campbell
	 	 
	 	 
	 	Greg Rice
	 	 
	 	 
	 	Walter McLallen
	 	 
	 	NMJ TRUST II
	 	 
	By:	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	Steve Tananbaum
	 	 
	 	 
	 	Calm Waters LP
	 	 
	 	 
	 	Shelley Bergman
	 	 
	 	 
	 	Richard Shuster
	 	 
	 	 
	 	Gregory Weiss
	 	 
	 	1837 Partners LP
	 	 
	By:	 
	 	 Name:
	 	 Title:
	 	 
	 	1837 Partners QP, LP
	 	 
	By:	 
	 	Name:
	 	Title:
	 	 
	 	1837 Partners Ltd.
	 	 
	By:	 
	 	Name:
	 	Title:
	 	 
	 	Barkley J. Stuart Revocable Trust
	 	 
	By:	 
	 	Name:
	 	Title:



 






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	 	Diamond Jack Irrevocable Trust
	 	 
	By:	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	Nicola Ziman 
	 	 
	 	 
	 	James Greenberg
	 	 
	 	 
	 	Richard Klapow
	 	 
	 	 
	 	Jason Grant 
	 	 
	 	 
	 	Mark Dalton
	 	 
	 	ESCROW AGENT:
	 	 
	 	CONTINENTAL STOCK TRANSFER
	 	& TRUST COMPANY
	 	 
	By:	 
	 	Name:
	 	Title:


 



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