EXHIBIT 10.1




 


______________, 2012


 


Hyde Park Acquisition Corp.
II


500 Fifth Avenue, 50th Floor


New York, NY 10110


 


Deutsche Bank Securities Inc.


60 Wall Street, 4th
Floor


New York, New York 1000


(as representative of the underwriters)


Attn: General Counsel


 


           Re:                      Initial
Public Offering


 


Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Hyde Park Acquisition Corp. II, a blank check company formed under the laws of the State of Delaware
(the “Company”), and Deutsche Bank Securities Inc., as representative of the underwriters (the “Underwriters”),
relating to an underwritten initial public offering (the “Offering”) of 7,500,000 of the Company’s shares (the
“Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Shares
will be sold in the Offering pursuant to a registration statement on Form S-1 and related prospectus (the “Prospectus”)
filed by the Company with the Securities and Exchange Commission (the “Commission”) and shall be quoted and traded
on the OTC Bulletin Board. Certain capitalized terms used herein are defined in paragraph 14 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as
follows:


 


1.           The
undersigned agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such
proposed Business Combination, the undersigned shall vote all shares of Common Stock held by the undersigned in favor of such proposed
Business Combination.



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2.           The
undersigned hereby agrees that in the event that the Company fails to consummate a Business Combination within 21 months from the
date of the Prospectus, the undersigned shall take all reasonable steps to cause the Company as promptly as possible but no more
than 10 business days after the expiration of such 21-month period to redeem 100% of the Company’s outstanding public shares
of Common Stock for a pro rata portion of the funds held in the Trust Account (including any accrued interest, but subject to any
provision for creditors required by applicable law) and then seek to dissolve and liquidate.  The undersigned hereby
agrees not to take any action to cause or permit the Company to extend such 21-month period.


 


3.           (a)           The
undersigned acknowledges that the undersigned has no right, title, interest or claim of any kind in or to any monies held in
the Trust Account or any other asset of the Company as a result of any liquidation of the Trust Account with respect to any
Founders’ Shares or Sponsors’ Shares held by the undersigned. The undersigned hereby further waives, with respect
to any Common Stock held by the undersigned, any conversion rights the undersigned may have in connection with the
consummation of a Business Combination, including, without limitation, any such rights available in the context of a
stockholder vote to approve such Business Combination, in the context of any stockholder vote to amend the Company’s
amended and restated certificate of incorporation or in the context of a tender offer made by the Company to purchase Common
Stock (although the undersigned shall be entitled to liquidation rights with respect to any shares of Common Stock (other
than Founders’ Shares and Sponsors’ Shares) the undersigned holds if the Company fails to consummate a
Business Combination within 21 months from the date of the Prospectus).


 


(b)         To
the extent that the Underwriters do not exercise their over-allotment option to purchase an additional 1,125,000 shares of Common
Stock (as described in the Prospectus), the undersigned agrees to return to the Company for cancellation, at no cost, a number
of Founders’ Shares held by the undersigned as determined in accordance with the Escrow Agreement.


 


(c)         The
undersigned acknowledges and agrees that until the earlier of: (i) one year after the completion of the Company’s initial
Business Combination and (ii) the Company’s consummation of a liquidation, merger, share exchange or other similar transaction
that results in all of the Company’s stockholders having the right to exchange the shares of Common Stock held by the undersigned
for cash, securities or other property following the Company’s completion of its initial Business Combination (the “Lock-Up
Period”), the undersigned shall not (A) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option
to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder, with respect to the Founders’ Shares, (B)
enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any of the Founders’ Shares, whether any such transaction is to be settled by delivery of the Ordinary Shares or such
other securities, in cash or otherwise, or (C) publicly announce any intention to effect any transaction specified in clause (A)
or (B); provided, however, if the Company’s share price reaches or exceeds $12.50 per share for any 20 trading days within
any 30-trading day period during the Lock-Up Period, 50% of the Founders’ Shares will be released from the lock-up and, if
the Company’s share price reaches or exceeds $15.00 per share for any 20 trading days within any 30-trading day period during
the Lock-Up Period, the remaining 50% of the Founders’ Shares shall be released from the lock-up (as such price of $12.50 and $15.00
may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like).



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[Paragraph 3(d) only applicable
to persons acquiring Sponsors’ Shares]


 


(d)         Until
30 days after the completion of the Company’s initial Business Combination (the “Sponsors’
Shares Lock-Up Period”), each of the undersigned shall not (i) sell, offer to sell, contract or agree to
sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or
indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the
Commission promulgated thereunder, with respect to the Sponsors’ Shares, (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the
Sponsors’, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).


 


(e)         Notwithstanding
the provisions contained in paragraph 3(c) [or 3(d)], the undersigned may transfer any Founders’ Shares [or Sponsors’
Shares] owned by the undersigned (i) to officers, directors and employees of the Company and, if the undersigned is an entity,
as a distribution to partners, members or stockholders of the undersigned upon the liquidation and dissolution of the undersigned,
(ii) by bona fide gift to a member of the undersigned’s immediate family or to a trust, the beneficiary of which is the undersigned
or a member of the undersigned’s immediate family for estate planning purposes, (iii) by virtue of the laws of descent and
distribution upon death of the undersigned, (iv) pursuant to a qualified domestic relations order, or (v) by private sales made
at or prior to the consummation of a Business Combination at prices no greater than the price at which the Founders’ Shares
[or Sponsors’ Shares, as applicable,] were originally purchased; provided, however, that in each case, these permitted
transferees enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in paragraph 3(c)
[or 3(d)] herein[, as applicable,] and the terms of the Escrow Agreement.


 


4.           (a)           During
the period commencing on the date of the preliminary prospectus relating to the Offering and ending 180 days after such date, the
undersigned shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or
otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder, with respect to any Common Stock or any securities
convertible into, or exercisable, or exchangeable for, Common Stock owned by the undersigned, (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common
Stock or any securities convertible into, or exercisable, or exchangeable for, Common Stock owned by the undersigned,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce
any intention to effect any transaction specified in clause (i) or (ii).  Notwithstanding foregoing, the undersigned
may transfer the Common Stock or any securities convertible into, or exercisable, or exchangeable for, Common
Stock owned by the undersigned (i) if the undersigned is an entity, as a distribution to partners, members or stockholders of the
undersigned upon the liquidation and dissolution of the undersigned, (ii) by bona fide gift to a member of the undersigned’s
immediate family or to a trust, the beneficiary of which is the undersigned or a member of the undersigned’s immediate family
for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death of the undersigned, or (iv) pursuant
to a qualified domestic relations order; provided, however, that, in each case, these permitted transferees enter into a written
agreement with the Company agreeing to be bound by the transfer restrictions in this paragraph 4.



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(b)         The
undersigned acknowledges and agrees that, prior to the effective date of any release or waiver by Deutsche Bank Securities Inc.,
as representative of the Underwriters, of the restrictions set forth in paragraph 3 or this paragraph 4 in connection with a transfer
of any Common Stock the Company shall announce the impending release or waiver by press release through a major
news service at least two business days before the effective date of the release or waiver.  Any release or waiver granted
by Deutsche Bank Securities Inc. to the undersigned shall only be effective two business days after the publication date of such
press release.  The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit
a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this
letter to the extent and for the duration that such terms remain in effect at the time of the transfer.


 


[Paragraph 5 to be included
in officers’ letters only]


 


5. (a)     In
the event of the distribution of the Trust Account upon the Company’s failure to complete a Business Combination within 21
months from the date of the Prospectus, each of the officers of the Company jointly and severally agree (for purposes of this paragraph
5, the officers and directors of the Company shall be referred to as the “Indemnitors”) to indemnify and hold harmless
the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all
legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or
threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party for
services rendered or products sold to the Company or (ii) a prospective target business with which the Company has entered into
an acquisition agreement (a “Target”); provided, however, that such indemnification of the Company by the Indemnitors
shall apply only to the extent necessary to ensure that such claims by a Target or by a third party for services rendered or products
sold to the Company do not reduce the amount of funds in the Trust Account to below $10.50 per Share of Common Stock sold in the
Offering (the “Offering Shares”) (or approximately $10.41 per Offering Share if the underwriters’ over-allotment
option, as described in the Prospectus, is exercised in full, or such pro rata amount in between $10.41 and $10.50 per Offering Share
that corresponds to the portion of the over-allotment option that is exercised); and provided, further, that only if such third
party or Target has not executed an agreement waiving claims against and all rights to seek access to the Trust Account whether
or not such agreement is enforceable. In the event that any such executed waiver is deemed to be unenforceable against such third
party, the Indemnitors shall not be responsible for any liability as a result of any such third party claims. Notwithstanding any
of the foregoing, such indemnification of the Company by the Indemnitors shall not apply as to any claims against the Company by
the Underwriters. The Indemnitors shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory
to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitors, the Indemnitors notifies
the Company in writing that the Indemnitors shall undertake such defense.



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(b)         In
the event of the liquidation of the Company, the Indemnitors further agree to advance the Company the funds necessary to complete
the Company’s liquidation to the extent that the Company does not have sufficient funds to complete such liquidation outside
of the Trust Account. The Indemnitors agrees not to seek repayment of such expenses from the Company or its Public Stockholders.


 


[Paragraph 6 to be included
in officers’ and directors’ letters only]


 


6.           (a)           In
order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned hereby
agrees that until the earliest of the Company’s initial Business Combination or  liquidation, he or she shall present to the Company for its consideration, prior to
presentation to any other entity, any suitable business opportunity, subject to any pre-existing fiduciary or contractual
obligations he or she might have.


 


(b)         The
undersigned agrees that he or she will not participate in the formation of, or become an officer or director of, any other blank
check company, until the Company has entered into a definitive agreement regarding its initial Business Combination or the Company
has failed to complete an initial Business Combination within 21 months from the date of the Prospectus.


 


(c)         The
undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the Company may be irreparably injured in the
event of a breach by the undersigned of his or her obligations under paragraphs 6(a) and/or 6(b) hereof, (ii) monetary damages
may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition
to any other remedy that such party may have in law or in equity, in the event of such breach, subject to determination by a court
in a final judgment.


 


7.           The
undersigned’s biographical information previously furnished to the Company is true and accurate in all material
respects and does not omit any material information with respect to the undersigned’s biography. The
undersigned’s questionnaires previously furnished to the Company are true
and accurate in all material respects. The undersigned represents and warrants that:


 


(a)         the
undersigned is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;


 


(b)         the
undersigned has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently
a defendant in any such criminal proceeding; and



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(c)         the
undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had
a securities or commodities license or registration denied, suspended or revoked.


 


8.           Except
as disclosed in the Prospectus, neither the undersigned nor any affiliate of the undersigned, shall receive any finder’s
fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection
with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless
of the type of transaction that it is), other than the following:


 


(a)         repayment
at the closing of this Offering of an aggregate $100,000 non-interest bearing loan made to the Company by Laurence S. Levy and
Edward Levy;


 


(b)         payment
of $10,000 per month to ProChannel Management LLC, an affiliate of Laurence S. Levy, for office space and secretarial and administrative
services;


 


(e)         reimbursement
of out-of-pocket expenses incurred by the undersigned in connection with certain activities on the Company’s behalf, such
as identifying and investigating possible business targets and business combinations.


 


9.           The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations,
and warranties set forth herein in proceeding with the Offering.


 


10.         The
undersigned authorizes any employer, financial institution, or consumer credit reporting agency to release to the Underwriters
and their legal representatives or agents (including any investigative search firm retained by the Underwriters) any information
they may have about the undersigned’s background and finances (“Information”), purely for the purposes of the
Offering (and shall thereafter hold such information confidential).  Neither the Underwriters nor their agents shall
be violating the undersigned’s right of privacy in any manner in requesting and obtaining the Information and the undersigned
hereby releases them from liability for any damage whatsoever in that connection.


 


11.         The
undersigned acknowledges and agrees that the Company will not consummate any Business Combination with any company with which the
undersigned or any of the undersigned’s affiliates has had any discussions, formal or otherwise, prior to the consummation
of the Offering, with respect to a Business Combination with the Company.



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12.         The
undersigned acknowledges and agrees that the Company will not consummate any Business Combination with an entity that is affiliated
with any of the Company’s officers, directors or Sponsors, including (1) an entity that is either a portfolio company of,
or has otherwise received a material financial investment from, any private equity fund or investment company (or an affiliate
thereof) that is affiliated with any of the foregoing, (2) an entity in which any of the foregoing or their affiliates are currently
passive investors, (3) an entity in which any of the foregoing or their affiliates are currently officers or directors, or (4)
an entity in which any of the foregoing or their affiliates are currently invested through an investment vehicle controlled by
them, unless the Company obtains (i) an opinion from an independent investment banking firm which is a member of the Financial
Industry Regulatory Authority, Inc. that the business combination is fair to the Company public stockholders from a financial point
of view and (ii) the approval of a majority of the disinterested independent directors of the Company.


 


13.         The
undersigned has full right and power, without violating any agreement to which the undersigned is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement [and
to serve as an officer of the Company or as a director on the board of directors of the Company, as applicable, and hereby consents
to being named in the Prospectus as an officer and/or as a director of the Company, as applicable] [Bracketed language applicable
to all officers and directors].


 


14.         As
used in this Letter Agreement, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition,
share purchase, recapitalization, reorganization or similar business combination, involving the Company and one or more
businesses or entities; (ii) “Sponsors” shall mean Laurence S. Levy, Edward Levy, Knott Partners, LP, Knott
Partners Offshore Master Fund, L.P., Shoshone Partners, L.P., Mulsanne Partners, L.P., NMJ Trust II, David M. Knott, Matthew
Campbell, Walter McLallen and Greg Rice; (iii) “Founders’ Shares” shall mean the 2,156,250 shares of Common
Stock of the Company acquired by the Sponsors for an aggregate purchase price of $25,000, or approximately $0.01 per share of
Common Stock, prior to the consummation of the Offering; (iv) “Public Stockholders” shall mean the holders of
Common Stock issued in the Offering; (v) “Sponsors’ Shares” shall mean the 693,750 shares of Common Stock that are acquired by the Sponsors at a price per
Share of $10.00 in a private placement that shall close simultaneously with the consummation of the Offering;
(vi) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Offering will
be deposited; and (vii) “Escrow Agreement” shall mean the stock escrow agreement to be entered into among
the Company, the Sponsors and the escrow agent named therein, as described in the Prospectus.


 


15.         This
Letter Agreement, and the exhibits thereto, constitute the entire agreement and understanding of the parties hereto in respect
of the subject matter hereof and supersede all prior understandings, agreements, or representations by or among the parties hereto,
written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This
Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular
provision, except by a written instrument executed by the parties hereto.


 


16.         Neither
party may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not
operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the undersigned
and each of the undersigned’s heirs, personal representatives, successors and assigns.



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17.         This
Letter 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.
The parities hereto (i) agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter
Agreement shall be brought and enforced in the courts of New York, in the State of New York, and irrevocably submits to such jurisdiction
and venue, which jurisdiction and venue shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and venue
or that such courts represent an inconvenient forum.


 


18.         Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter 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 facsimile transmission.


 


19.         This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Period, or (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Offering is not consummated by ______,
2012.


 


[Signature page follows]



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	Sincerely,
	 	 
	By:	 
	 	Name:


 


Acknowledged and Agreed:


 


HYDE PARK ACQUISITION CORP.
II


 


	By:	 
	 	Laurence S. Levy
	 	Chief Executive Officer