EXHIBIT 10.2




 


INVESTMENT MANAGEMENT TRUST
AGREEMENT


 


This
Agreement is made as of ___________, 2012 by and between Hyde Park Acquisition Corp. II (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333-174030 (“Registration Statement”) for its initial
public offering of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”)
by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the Registration Statement); and


 


WHEREAS,
Deutsche Bank Securities Inc. (“Deutsche Bank”) is acting as the representative of the underwriters in the IPO; and


 


WHEREAS,
simultaneously with the IPO, the Company’s initial stockholders will be purchasing an aggregate of 693,750 shares
(“Sponsors’ Shares”) from the Company for an aggregate purchase price of $6,937,500; and


 


WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of
Incorporation, $78,750,000 of the gross proceeds of the IPO and sale of the Sponsors’ Shares ($89,746,875 if the
underwriters over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a trust
account for the benefit of the Company and the holders of the Company’s common stock, par value $.0001 per share
(“Common Stock”), issued in the IPO as hereinafter provided and in the event the Shares of Common Stock
are registered in Colorado, pursuant to Section 11-51-302(6) of the Colorado Revised Statutes. A copy of the Colorado Statute
is attached hereto and made a part hereof (the amount to be delivered to the Trustee will be referred to herein as the
“Property”; the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the
“Public Stockholders,” and the Public Stockholders and the Company will be referred to together as the
“Beneficiaries”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property;


 


IT IS
AGREED:


 


1.           Agreements
and Covenants of Trustee.  The Trustee hereby agrees and covenants to:


 


(a)           Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust
Account”) established by the Trustee at ____________________ and at a brokerage institution selected by the Trustee that
is satisfactory to the Company;


 



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(b)           Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)           In
a timely manner, upon the instruction of the Company, invest and reinvest the Property (i) in United States government treasury
bills having a maturity of 180 days or less  and/or (ii) in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined
by the Company;


 


(d)           Collect
and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)           Notify
the Company of all communications received by it with respect to any Property requiring action by the Company;


 


(f)           Supply
any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of
its tax returns;


 


(g)           Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)          Render
to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements
of the Trust Account; and


 


(i)           
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of
a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit
B, signed on behalf of the Company by its Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary
and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the
Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that
in the event that a Termination Letter has not been received by the Trustee by the 21-month anniversary of the Effective Date
(“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B hereto and distributed to the stockholders of record as of the Last Date.  The provisions
of this Section 1(i) may not be modified, amended or deleted under any circumstances.


 


2.           Limited
Distributions of Income from Trust Account.


 


(a)           Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested
by the Company to cover any income or other tax obligation owed by the Company.


 



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(b)           Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested
by the Company to cover expenses related to investigating and selecting a target business and other working capital requirements;
provided, however, that the Company will not be allowed to withdraw interest income earned on the Trust Account unless there is
an amount of interest income available in the Trust Account sufficient to pay the Company’s tax obligations on such interest
income or otherwise then due at that time.


  


(c)           The
limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the
Property while the limited distributions referred to in Section 2(c) above shall be made from the Property
itself.  Except as provided in Section 2(a) and  2(b) above, no other distributions from the Trust Account
shall be permitted except in accordance with Section 1(i) hereof.


 


(d)           In
all cases, the Company shall provide Deutsche Bank with a copy of any Termination Letters and/or any other correspondence that
it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


3.           Agreements
and Covenants of the Company.  The Company hereby agrees and covenants to:


 


(a)           Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Vice Chairman of
the Board, Chief Executive Officer, President or Chief Financial Officer.  In addition, except with respect to its
duties under paragraphs 1(i), 2(a) and 2(b) above, the Trustee shall be entitled to rely on, and shall be protected
in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the
persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in
writing;


 



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(b)           Subject
to the provisions of Section 6(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any
and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any
claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with
any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the
Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s
gross negligence or willful misconduct.  Promptly after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph,
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).  The
Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall
obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld.  The
Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not
be unreasonably withheld.  The Company may participate in such action with its own counsel;


 


(c)           Pay
the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant
to Sections 2(a) and  2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the
parties from time to time.  It is expressly understood that the Property shall not be used to pay such fees and
further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements made to the Company
pursuant to Sections 1(i) solely in connection with the consummation of a Business Combination, or pursuant to
Section 2(b).  The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the
consummation of the IPO and thereafter on the anniversary of the Effective Date;


 


(d)           In
connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes (which firm
may be the Trustee) verifying the vote of the Company’s stockholders regarding such Business Combination; and


 


(e)           In
connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, not give the Trustee any disbursement instructions
which would be prohibited under this Agreement.


 


4.           Limitations
of Liability.  The Trustee shall have no responsibility or liability to:


 


(a)           Take
any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability
to any party except for liability arising out of its own gross negligence or willful misconduct;


 



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(b)           Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)           Change
the investment of any Property, other than in compliance with paragraph 1(c);


 


(d)           Refund
any depreciation in principal of any Property;


 


(e)           Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)           The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct.  The
Trustee 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 Trustee), 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 Trustee, in good faith, to be genuine and to be signed or presented by the proper
person or persons.  The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee
signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior
written consent thereto;


 


(g)           Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by
the Company or any other action taken by it is as contemplated by the Registration Statement; and


 


(h)           File
local, state and/or Federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee
statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income
earned on the Property.


 


(i)           Pay
any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section
2(a) hereof).


 



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(j)          
 Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other
than this agreement and that which is expressly set forth herein.


 


(k)           Verify
calculations, qualify or otherwise approve Company requests for distributions pursuant to Section 1(i), 2(a) or 2(b) above.


 


5.           Termination.  This
Agreement shall terminate as follows:


 


(a)           If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement.  At
such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become
subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee,
including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this
Agreement shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety
days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon
such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)           At
such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Paragraph 3(b).


 


6.           Miscellaneous.


 


(a)           The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to
funds transferred from the Trust Account.  The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons.  Each party must notify the other party immediately if it
has reason to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel.  In
executing funds transfers, the Trustee will rely upon all information supplied to it by the Company, including account names,
account numbers and all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary bank.  The
Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of
the wire.


 


(b)           This
Agreement shall be governed by and construed and enforced 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.  It
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.


 



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(c)           This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.  Except
for Section 1(i) (which may not be amended under any circumstances), this Agreement or any provision hereof may only be changed,
amended or modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification
may be made without the prior written consent of Deutsche Bank.  As to any claim, cross-claim or counterclaim in any
way relating to this Agreement, each party waives the right to trial by jury.  The Trustee may require from Company
counsel an opinion as to the propriety of any proposed amendment.


 


(d)           The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder.


 


(e)           Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn:  Steven G. Nelson,
Chairman, and Frank A. DiPaolo, CFO


Fax No.:  (212) 509-5150


 


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.:  (___) ___-____


 


in either case with a copy to:


 


Deutsche Bank Securities
Inc.


300 South Grand Avenue


Los Angeles, California
90071


Attn:  Stan
Budeshtsky


Fax No.:  (213) 985-2425


 



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(f)           
This Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g)           Each
of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder.  The Trustee acknowledges and agrees
that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled
to any funds in the Trust Account under any circumstance. In the event that the Trustee has a claim against the Company under
this Agreement, the Trustee will pursue such claim solely against the Company and not against the Property held in the Trust Account.


 


(h)           Each
of the Company and the Trustee hereby acknowledge that Deutsche Bank is a third party beneficiary of this Agreement.


 


[Signature Page Follows]


 



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IN WITNESS
WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST
	 	COMPANY, as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	HYDE PARK ACQUISITION CORP. II
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



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SCHEDULE A




 


	Fee Item	 	Time and method of payment	 	Amount
	 	 	 	 	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	 
	 	 	 	 	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	 
	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	 
	 	 	 	 	 
	Paying Agent services as required pursuant to section 1(i) and 2(c)	 	Billed to Company upon delivery of service pursuant to section 1(i) and 2(c)	 	Prevailing rates


 



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EXHIBIT A


 


[Letterhead of Company]


 


                     [Insert
date]


 


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn:  Steven Nelson
and Frank DiPaolo


 


	 	Re:	Trust Account No.     -           Termination Letter


 


Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Hyde Park Acquisition Corp. II (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2012 (“Trust Agreement”),
this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________
(“Target Business”) to consummate a business combination with Target Business (“Business Combination”)
on or about [insert date].  The Company shall notify you at least 48 hours in advance of the actual date of the
consummation of the Business Combination (“Consummation Date”).


 


In accordance
with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to
transfer the proceeds to the above-referenced account at JP Morgan Chase Bank to the effect that, on the Consummation Date, all
of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall
direct on the Consummation Date.  It is acknowledged and agreed that while the funds are on deposit in the trust account
awaiting distribution, the Company will not earn any interest or dividends.


 


On the
Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been
consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies
the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions
with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”).  You are hereby
directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter
and the Instruction Letter, in accordance with the terms of the Instruction Letter.  In the event that certain deposits
held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same
and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation
Date to the Company.  Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the
Trust Agreement shall be terminated.


 



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In the
event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not
notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the
business day immediately following the Consummation Date as set forth in the notice.


 


	 	Very truly yours,
	 	 
	 	HYDE PARK ACQUISITION CORP. II
	 	 
	 	By:	 
	 	 	Laurence S. Levy, Chairman of the Board
	 	 
	 	By:	 
	 	 	Carol Zelinski, Secretary


 


cc: Deutsche Bank Securities
Inc.


 



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EXHIBIT B


 


[Letterhead of Company]


 


                     [Insert
date]


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn:  Steven Nelson
and Frank DiPaolo


 


	 	Re:	Trust Account No.    -       Termination Letter


 


Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Hyde Park Acquisition Corp. II (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2012 (“Trust Agreement”),
this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time
frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s
prospectus relating to its IPO.


 


In accordance
with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________
and to transfer the total proceeds to the Trust Checking Account at JP Morgan Chase Bank to await distribution to the stockholders.
The Company has selected ____________, 20__ as the record date for the purpose of determining the stockholders entitled to receive
their share of the liquidation proceeds.  It is acknowledged that no interest will be earned by the Company on the liquidation
proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity
as Paying Agent, to distribute said funds directly to the Company’s stockholders (other than with respect to the initial
shares) in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company.
Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	HYDE PARK ACQUISITION CORP. II
	 	 
	 	By:	 
	 	 	Laurence S. Levy, Chairman of the Board
	 	 	 
	 	By:	 
	 	 	Carol Zelinski, Secretary


 


cc: Deutsche Bank Securities
Inc.


 



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EXHIBIT C


 


[Letterhead of Company]


 


                     [Insert
date]


 


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn:  Frank Di
Paolo and Cynthia Jordan


 


	 	Re:	Trust Account No.


 


Gentlemen:


 


Pursuant
to paragraph 2(a) of the Investment Management Trust Agreement between Hyde Park Acquisition Corp. II (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2012 (“Trust Agreement”),
the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date
hereof.  The Company needs such funds to pay for its tax obligations.  In accordance with the terms of the
Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt
of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	HYDE PARK ACQUISITION CORP. II
	 	 
	 	By:	 
	 	 	Laurence S. Levy, Chairman of the Board
	 	 	 
	 	By:	 
	 	 	Carol Zelinski, Secretary


 


cc: Deutsche Bank Securities
Inc.


 



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EXHIBIT D


[Letterhead of Company]


 


                     [Insert
date]




Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn:  Frank Di
Paolo and Cynthia Jordan


 


	 	Re:	Trust Account No.


 


Gentlemen:


 


Pursuant
to paragraph 2(b) of the Investment Management Trust Agreement between Hyde Park Acquisition Corp. II (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2012 (“Trust Agreement”),
the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date
hereof.  The Company needs such funds to cover its expenses relating to investigating and selecting a target business
and other working capital requirements.  In accordance with the terms of the Trust Agreement, you are hereby directed
and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	HYDE PARK ACQUISITION CORP. II
	 	 
	 	By:	 
	 	 	Laurence S. Levy, Chairman of the Board
	 	 	 
	 	By:	 
	 	 	Carol Zelinski, Secretary


 


cc: Deutsche Bank Securities
Inc.


 






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