Exhibit
10.9
LOCK-UP AGREEMENT
October 31, 2008
Hyde Park
Acquisition Corp.
461 Fifth
Avenue, 25th Floor
New York, NY
10017
The undersigned is executing and delivering this
Lock-Up Agreement to the Company (as defined below) in connection
with the Purchase Agreement (the “Agreement”) made and
entered into as of March 6, 2008, as amended, by and among Essex
Crane Rental Corp., a Delaware corporation (“Essex
Crane”), Essex Holdings LLC, a Delaware limited liability
company (“Holdings”), the members of Holdings as listed
on the signature page to the Agreement (the “Members”),
KCP Services, LLC, as Seller Representative (the “Seller
Representative”), and Hyde Park Acquisition Corp., a Delaware
corporation (the “Company”).
The undersigned is a record and beneficial owner
of units in Holdings which are exchangeable for shares of common
stock of the Company (such units in Holdings, the shares of common
stock or other securities into which such units are exchangeable,
and any securities issued as a dividend or other distribution with
respect to, or in exchange for or in replacement of, any of the
foregoing being hereinafter referred to as the “Common
Shares”).
In order to induce the Company to enter into the
Agreement and the transactions ancillary thereto, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the undersigned agrees that during
the period beginning on and including the date hereof and ending on
the second anniversary of the date hereof (the “Termination
Date”), the undersigned will not, without the prior written
consent of the Company (acting through its board of directors),
directly or indirectly (a) sell, transfer, pledge or otherwise
hypothecate or dispose of any Common Shares, including by way of
the grant of any option, entering into of any short sale position,
establishment of an open “put equivalent position”
(within the meaning of Rule 16a-1(h) under the Securities
Exchange Act of 1934, as amended) or entering into of any other
arrangement with respect to the Common Shares by which the economic
risk of ownership of the Common Shares is transferred by the
undersigned or (b) agree to do, or publicly announce an intention
to do, any of the foregoing.
The foregoing shall not apply to the transfer of
Common Shares, either during the undersigned’s lifetime or on
death, by gift, will or intestate succession to the immediate
family of the undersigned or to a trust the beneficiaries of which
are exclusively the undersigned and/or a member or members of his
immediate family; provided, however, that in any such case it shall
be a condi
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