UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 21, 2013

 

 

HF2 FINANCIAL MANAGEMENT INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-35848   46-1314400

(State or other Jurisdiction of

Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

  999 18th Street, Suite 3000, Denver, Colorado   80202
  (Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code (303) 893-2902

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On March 21, 2013, HF2 Financial Management Inc. (the “Company”) entered into letter agreements (the “Letter Agreements”) with each of: (1) R. Bruce Cameron (Chairman of the Company); (2) Richard S. Foote (President and Chief Executive Officer of the Company); (3) R. Bradley Forth (Executive Vice President, Chief Financial Officer and Secretary of the Company); (4) Joseph C. Canavan (a director of the Company); (5) Oscar J. Junquera (a director of the Company) and PanMar Capital llc; (6) Robert H. Zerbst (a director of the Company); (7) Broad Hollow LLC; (8) Broad Hollow Investors LLC; (9) Bulldog Investors; (10) Burke Family Trust; (11) Dickinson Investments LLC; (12) Foote Family Trust; (13) John C. Hagerty (Advisory Board member), Thomas J. Healey (Advisory Board member), Healey Associates LLC and Healey Family Foundation; (14) Jeffrey J. Hodgman; (15) Ramnarain Jaigobind; (16) Thomas Maheras; (17) NAR Special Global, LLC; (18) Kenneth L. Rilander (Advisory Board member) and Parsifal Partners B, LP; (19) Paul D. Schaeffer; (20) SC-NGU LLC; (21) Daniel T. Smythe; (22) White Sand Investor Group, LP; and (23) Randall S. Yanker (collectively, the “Sponsors”). The Letter Agreements provide, among other things, that the Sponsors (i) must vote their shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) in favor of any proposed initial business combination, (ii) may not convert any shares of Class A Common Stock in connection with a stockholder vote to approve an initial business combination or amend the Company’s Amended and Restated Certificate of Incorporation and (iii) will not receive any of the monies held in the Company’s trust account upon liquidation of such account with respect to shares of Class A Common Stock purchased in private placements. The above description of the Letter Agreements is not complete and is qualified in its entirety by the full text of each of the Letter Agreements, which are filed as Exhibits 10.1 through 10.23 to this Current Report on Form 8-K.

On March 21, 2013, the Company entered into a Merger and Acquisition Agreement (the “M&A Agreement”) with each of EarlyBirdCapital, Inc. and Sandler O’Neill & Partners, Inc. (the “Advisers”). Pursuant to the M&A Agreement, the Advisers will assist the Company in analyzing and structuring potential mergers, share exchanges, asset acquisitions, stock purchases, recapitalizations, reorganizations or other similar business combinations with one or more businesses or entities. If the Company consummates an initial business combination, the Company will pay to the Advisers a cash fee equal to 4% of the gross proceeds of the Offering (as defined below). The above description of the M&A Agreement is not complete and is qualified in its entirety by the full text of the M&A Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure under Item 8.01 below is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 21, 2013, the Company filed in the State of Delaware an Amended and Restated Certificate of Incorporation to include certain provisions that will apply prior to the Company’s consummation of an initial business combination. The Amended and Restated Certificate of Incorporation provides, among other things, that:

 

   

prior to the consummation of the Company’s initial business combination, the Company shall seek stockholder approval of the initial business combination at a meeting called for such purpose at which public stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable and interest income);

 

   

the Company will consummate the initial business combination only if it has net tangible assets of at least $5,000,001 upon such consummation (after giving effect to the payment of the cash advisory fee to the Advisers) and a majority of the outstanding shares of Class A Common Stock voted are voted in favor of the business combination;

 

   

if the Company’s initial business combination is not consummated within 18 months from the date of its final prospectus (or 24 months from the date of such prospectus if the Company executes a letter of intent, agreement in principle or definitive agreement for an initial business combination within 18 months from the date of the final prospectus but the initial business combination has not been completed within such 18-month period), then the Company will distribute all amounts in the trust account and any net assets remaining outside the trust account (subject to the Company’s obligations under Delaware law to provide for claims of creditors and the Company’s obligation to redeem outstanding shares of its Class B Common Stock at par value) on a pro rata basis to all of its public stockholders and will cease operations except for the purpose of winding up the business;

 

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upon the consummation of the Offering (as defined below), $160,650,000, or $184,747,500 if the over-allotment option is exercised in full, shall be placed into the trust account;

 

   

the Company may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to its initial business combination;

 

   

prior to the Company’s initial business combination, it may not issue (i) any shares of Class A Common Stock or any securities convertible into Class A Common Stock, (ii) any securities that participate in any manner in the proceeds of the trust account or (iii) any securities that vote as a class with the Class A Common Stock sold in the initial public offering on its initial business combination (other than the Company’s outstanding Class B Common Stock, of which the Company has no more authorized shares available for issuance);

 

   

prior to the Company’s initial business combination and in connection with any vote on its initial business combination, the issued and outstanding shares of Class B Common Stock will be voted on all matters presented to holders of the Company’s common stock for a vote in proportion to the vote of the holders of its Class A Common Stock;

 

   

the shares of Class B Common Stock may not be transferred, assigned or sold prior to the consummation of the Company’s initial business combination or its dissolution; and

 

   

the shares of Class B Common Stock may be transferred only in connection with the Company’s initial business combination and only with the consent of its board of directors either to the owners or employees of the target business, assuming the owners or employees of the target business require the Company transfer any such shares to them, or, if they do not require that any or all of the shares of Class B Common Stock be transferred to them, that the balance of such shares will be transferred to the Company in exchange for their par value.

The above description of the Amended and Restated Certificate of Incorporation is not complete and is qualified in its entirety by the full text of the Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 8.01. Other Events

On March 27, 2013, the initial public offering (the “Offering”) of 15,300,000 shares of Class A Common Stock (the “Public Shares”) of the Company was consummated. The Public Shares were sold at a price of $10.00 per share, generating gross proceeds to the Company of $153,000,000.

Simultaneously with the consummation of the Offering, the Company consummated the private placement (“Private Placement”) of 1,414,875 shares of Class A Common Stock (“Sponsors’ Shares”) to its sponsors at a price of $10.00 per share, generating total proceeds to the Company of $14,148,750. The Sponsors’ Shares are identical to the Public Shares, except the purchasers have agreed (A) to vote their Sponsors’ Shares in favor of any proposed business combination and (B) not to convert any Sponsors’ Shares in connection with a stockholder vote to approve the Company’s proposed initial business combination. Additionally, the purchasers have agreed not to transfer, assign or sell any of the Sponsors’ Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination.

The Company has deposited $160,650,000 (including the $14,148,750 from the Private Placement), or $10.50 per Share, into a trust account maintained by Continental Stock Transfer & Trust Company acting as the trustee.

Audited financial statements as of March 27, 2013 reflecting receipt of the proceeds upon the consummation of the Offering will be issued by the Company and included as Exhibit 99.1 to a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission.

A copy of the press release issued by the Company announcing the closing of the Offering is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

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Exhibit No.

  

Description

  1.1    Merger and Acquisition Agreement, dated as of March 21, 2013, by and among HF2 Financial Management Inc., EarlyBirdCapital, Inc. and Sandler O’Neill & Partners, L.P.
  3.1    Amended and Restated Certificate of Incorporation, effective as March 21, 2013.
10.1    Letter Agreement from R. Bruce Cameron.
10.2    Letter Agreement from Richard S. Foote.
10.3    Letter Agreement from R. Bradley Forth.
10.4    Letter Agreement from Joseph C. Canavan.
10.5    Letter Agreement from Oscar J. Junquera and PanMar Capital llc.
10.6    Letter Agreement from Robert H. Zerbst.
10.7    Letter Agreement from Broad Hollow LLC.
10.8    Letter Agreement from Broad Hollow Investors LLC.
10.9    Letter Agreement from Bulldog Investors.
10.10    Letter Agreement from Burke Family Trust.
10.11    Letter Agreement from Dickinson Investments LLC.
10.12    Letter Agreement from Foote Family Trust.
10.13    Letter Agreement from John C. Hagerty, Thomas J. Healey, Healey Associates LLC and Healey Family Foundation.
10.14    Letter Agreement from Jeffrey J. Hodgman.
10.15    Letter Agreement from Ramnarain Jaigobind.
10.16    Letter Agreement from Thomas Maheras.
10.17    Letter Agreement from NAR Special Global, LLC.
10.18    Letter Agreement from Kenneth L. Rilander and Parsifal Partners B. LP.
10.19    Letter Agreement from Paul D. Schaeffer.
10.20    Letter Agreement from SC-NGU LLC.
10.21    Letter Agreement from Daniel T. Smythe.
10.22    Letter Agreement from White Sand Investor Group, LP.
10.23    Letter Agreement from Randall S. Yanker.
99.1    Press Release issued by HF2 Financial Management Inc., dated March 27, 2013.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    HF2 FINANCIAL MANAGEMENT INC.
Date: March 27, 2013     By:   /s/ R. Bradley Forth
      R. Bradley Forth
      Executive Vice President, Chief Financial Officer and Secretary


EXHIBIT INDEX

 

Exhibit No.

 

Description

  1.1

  Merger and Acquisition Agreement, dated as of March 21, 2013, by and among HF2 Financial Management Inc., EarlyBirdCapital, Inc. and Sandler O’Neill & Partners, L.P.

  3.1

  Amended and Restated Certificate of Incorporation, effective as March 21, 2013.

10.1

  Letter Agreement from R. Bruce Cameron.

10.2

  Letter Agreement from Richard S. Foote.

10.3

  Letter Agreement from R. Bradley Forth.

10.4

  Letter Agreement from Joseph C. Canavan.

10.5

  Letter Agreement from Oscar J. Junquera and PanMar Capital llc.

10.6

  Letter Agreement from Robert H. Zerbst.

10.7

  Letter Agreement from Broad Hollow LLC.

10.8

  Letter Agreement from Broad Hollow Investors LLC.

10.9

  Letter Agreement from Bulldog Investors.

10.10

  Letter Agreement from Burke Family Trust.

10.11

  Letter Agreement from Dickinson Investments LLC.

10.12

  Letter Agreement from Foote Family Trust.

10.13

  Letter Agreement from John C. Hagerty, Thomas J. Healey, Healey Associates LLC and Healey Family Foundation.

10.14

  Letter Agreement from Jeffrey J. Hodgman.

10.15

  Letter Agreement from Ramnarain Jaigobind.

10.16

  Letter Agreement from Thomas Maheras.

10.17

  Letter Agreement from NAR Special Global, LLC.

10.18

  Letter Agreement from Kenneth L. Rilander and Parsifal Partners B. LP.

10.19

  Letter Agreement from Paul D. Schaeffer.

10.20

  Letter Agreement from SC-NGU LLC.

10.21

  Letter Agreement from Daniel T. Smythe.

10.22

  Letter Agreement from White Sand Investor Group, LP.

10.23

  Letter Agreement from Randall S. Yanker.

99.1

  Press Release issued by HF2 Financial Management Inc., dated March 27, 2013.

Exhibit 1.1

 

EARLYBIRDCAPITAL, INC.    SANDLER O’NEILL + PARTNERS, L.P.
275 Madison Avenue    1251 Avenue of the Americas, 6th Floor
New York, New York 10016    New York, New York 10020
   March 21, 2013

HF2 Financial Management Inc.

999 18 th Street, Suite 3000

Denver, Colorado 80202

Gentlemen:

This is to confirm our agreement whereby HF2 Financial Management Inc. (“Company”) has requested EarlyBirdCapital, Inc. (“EBC”) and Sandler O’Neill + Partners, L.P. (“Sandler” and together with EBC, the “Financial Advisors”) to assist it in connection with the Company seeking to enter into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination as described in the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission in connection with its initial public offering (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”):

1. Agreement Regarding Transactions

(a) The Financial Advisors will advise and assist the Company in analyzing potential Targets with which the Company may consummate a Business Combination as well as structuring the terms of the Business Combination and negotiating the terms of the letter of intent and/or definitive agreement relating to such Business Combination. If requested by the Company, the Financial Advisors will participate directly in negotiations, review marketing plans and projections of the Target, analyze and advise on the financial implications of the transaction, arrange meetings with and prepare materials for investors and prepare and make presentations to the Company’s Board of Directors. For the avoidance of doubt, the Company understands that the Financial Advisors are not required to provide a fairness opinion to the Board of Directors of the Company with regard to such Business Combination.

(b) As compensation for the foregoing engagement, the Company will pay the Financial Advisors a cash fee equal to 4% of the gross proceeds of the Company’s initial public offering (“Fee”). The Fee payable hereunder is due and payable to EBC and Sandler by wire transfer directly from the Company’s trust account at the closing of the Business Combination (“Closing”). EBC shall receive 70% of the Fee and Sandler shall receive 30% of the Fee; provided, however, that the Company, in its sole discretion, may increase the percentage of the Fee payable to Sandler to no more than 40% or decrease the percentage of the Fee payable to Sandler to no less than 20% and proportionately decrease or increase the percentage of the Fee payable to EBC, as the case may be. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Financial Advisors hereunder. Unless otherwise agreed to by the Financial Advisors in writing, (a) the Fee shall be paid directly from the proceeds held in the Company’s trust account established in connection with its initial public offering and (b) the Company shall instruct the trustee overseeing such trust account to deliver the Fee to EBC and Sandler, in the proportions described above, simultaneously with the release of the funds from such trust account.


2. Expenses

The Company shall reimburse the Financial Advisors for all reasonable out-of-pocket costs and expenses incurred by the Financial Advisors (including reasonable fees and disbursements of counsel) directly in connection with the performance of its services hereunder within 10 business days upon presentation of an invoice or the Closing, whichever is earlier; provided, however, all expenses in excess of $5,000 in the aggregate shall be subject to the Company’s prior written approval, which approval shall not be unreasonably withheld.

3. Company Cooperation.

The Company will provide full cooperation to the Financial Advisors as may be necessary for the efficient performance by the Financial Advisors of their obligations hereunder, including, but not limited to, providing to the Financial Advisors and their counsel, on a timely basis, all documents and information regarding the Company and Target that the Financial Advisors may reasonably request or that are otherwise relevant to the Financial Advisors’ performance of their obligations hereunder (collectively, the “Information”); making the Company’s management, auditors, suppliers, customers, consultants and advisors available to the Financial Advisors; and, using commercially reasonable efforts to provide the Financial Advisors with reasonable access to the management, auditors, suppliers, customers, consultants and advisors of Target. The Company will promptly notify the Financial Advisors of any change in facts or circumstances or new developments affecting the Company or Target or that might reasonably be considered material to the Financial Advisors’ engagement hereunder. All non-public information concerning the Company which is given to the Financial Advisors in connection with this engagement will be used solely in the course of the performance of their services hereunder and will be treated confidentially by them for so long as it remains non-public. Except as otherwise required by law or regulatory authority, neither of the Financial Advisors will not disclose this information to a third party without the consent of the Company.

4. Indemnity . The Company shall indemnify the Financial Advisors and their respective affiliates and directors, officers, partners, employees, shareholders, representatives and agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference.

5. Use of Name and Reports

Use of the Financial Advisors’ name in annual reports or any other reports of the Company or press releases issued by the Company shall require the prior written approval of the Financial Advisors, which shall not be unreasonably withheld, conditioned or delayed. Without the Financial Advisors’ prior written consent, neither the Company nor any of its affiliates (nor any director, officer, employee or agent thereof) shall quote or refer to (i) the Financial Advisors’ names or (ii) any advice rendered by the Financial Advisors to the Company or any communication from the Financial Advisors in connection with the performance of their services hereunder, except as required by applicable federal or state law, regulation or securities exchange rule.

6. Status as Independent Contractor

The Financial Advisors shall perform their services as independent contractors and not as employees of the Company or any affiliate thereof. It is expressly understood and agreed to by the parties that the Financial Advisors, and any individual or entity that the Financial Advisors shall employ in order

 

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to perform their services hereunder, shall have no authority to act for, represent or bind the Company or any affiliate thereof in any manner, except as may be expressly agreed to by the Company in writing from time to time. In rendering such services, the Financial Advisors will be acting solely pursuant to a contractual relationship on an arm’s-length basis. This Agreement is not intended to create a fiduciary relationship between the parties hereto, and neither the Financial Advisors nor any of the Financial Advisors’ officers, directors or personnel will owe any fiduciary duty to the Company or any other person in connection with any of the matters contemplated by this Agreement.

7. Potential Conflicts .

The Company acknowledges that each of EBC and Sandler is a full-service securities firm engaged in securities trading and brokerage activities and providing investment banking and financial advisory services from which conflicting interests may arise. Additionally, the Company acknowledges that each of EBC and Sandler may undertake business relationships with entities that may be potential Targets of the Company and that neither EBC nor Sandler has any obligation to introduce such potential Targets to the Company. In the ordinary course of business, each of EBC and Sandler and its respective affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of customers, in debt or equity securities of the Company, its affiliates or other entities that may be involved in the transactions contemplated hereby. Nothing in this Agreement shall be construed to limit or restrict either of EBC or Sandler or any of their respective affiliates in conducting such business with respect to others, or in rendering such advice to others.

8. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect thereto. This Agreement may not be modified or terminated orally or in any manner other than by an agreement in writing signed by the parties hereto.

9. Notices

Any notices required or permitted to be given hereunder shall be in writing and shall be deemed given when mailed by certified mail or private courier service, return receipt requested, addressed to each party at its respective addresses set forth above, or such other address as may be given by a party in a notice given pursuant to this Section.

10. Successors and Assigns

This Agreement may not be assigned by a party without the written consent of the other parties. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and, except where prohibited, to their successors and assigns.

11. Non-Exclusivity

Nothing herein shall be deemed to restrict or prohibit the engagement by the Company of other consultants providing the same or similar services or the payment by the Company of fees to such parties. The Company’s engagement of any other consultant(s) shall not affect the Financial Advisors’ right to receive fees and reimbursement of expenses pursuant to this Agreement.

 

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12. Termination.

This letter agreement shall continue in effect until the earliest of (i) its termination upon the mutual agreement of the parties, (ii) the liquidation of the Company and (iii) the consummation of a Business Combination (following the satisfaction of the obligation of the parties under this letter agreement with respect to such Business Combination). Any termination of this letter agreement notwithstanding, the indemnification and other provisions set forth in Annex I hereto and the provisions of paragraph 1 hereof, paragraph 2 hereof, paragraph 5 hereof, this paragraph 12 and paragraph 13 shall survive the termination of this letter agreement.

13. Applicable Law; Venue

This Agreement shall be construed and enforced in accordance with the laws of the State of New York without giving effect to conflict of laws.

In the event of any dispute under this Agreement, then and in such event, each party hereto agrees that the dispute shall either be (i) submitted to the American Arbitration Association (“Association”) in New York County, New York, for its decision and determination in accordance with its rules and regulations then in effect or (ii) brought and enforced in the courts of the State of New York, County of New York, or the United States District Court for the Southern District of New York, in each event at the discretion of the party initiating the dispute. Once a party files a dispute with one of the above forums, the parties agree that all issues regarding such dispute or this Agreement must be resolved before such forum rather than seeking to resolve it through another alternative forum set forth above.

In the event the dispute is brought before the Association, each of the parties agrees that the decision and/or award made by the arbitrators shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought.

In the event the dispute is brought by a party in the courts of the State of New York or the United States District Court for the Southern District of New York, each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon a party may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth at the beginning of this Agreement. Such mailing shall be deemed personal service and shall be legal and binding upon the party being served in any action, proceeding or claim. The parties agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

If the foregoing correctly sets forth the understanding between the Financial Advisors and the Company with respect to the foregoing, please so indicate your agreement by signing in the place provided below, at which time this letter shall become a binding contract.

 

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EARLYBIRDCAPITAL, INC.
By:   /s/ Steven Levine
Name:   Steven Levine
Title:   CEO
SANDLER O’NEILL + PARTNERS, L.P.
By: Sandler O’Neill & Partners, Corp., the Sole General Partner
By:   /s/ Robert Kleinert
Name:   Robert Kleinert
Title:   An Officer of the Corporation

 

AGREED AND ACCEPTED BY:
HF2 FINANCIAL MANAGEMENT INC.
By:   /s/ R. Bradley Forth
Name:   R. Bradley Forth
Title:   EVP & CFO

 

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ANNEX I

Indemnification

In connection with the Company’s engagement of EarlyBirdCapital, Inc. and Sandler O’Neill + Partners, L.P. (collectively, the “Financial Advisors”) pursuant to that certain letter agreement of which this Annex forms a part, HF2 Financial Management Inc. (the “Company”) hereby agrees to indemnify and hold harmless the Financial Advisors and their respective affiliates and their respective directors, officers, shareholders, agents and employees of any of the foregoing (collectively the “Indemnified Persons”), from and against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including the reasonable fees and expenses of counsel), as incurred, (collectively a “Claim”), that are (A) related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the Company’s engagement of the Financial Advisors, or (B) otherwise relate to or arise out of the Financial Advisors’ activities on the Company’s behalf under the Financial Advisors’ engagement, and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of any person seeking indemnification for such Claim. The Company further agrees that no Indemnified Person shall have any liability to the Company for or in connection with the Company’s engagement of the Financial Advisors except for any Claim incurred by the Company as a result of such Indemnified Person’s gross negligence or willful misconduct.

The Company further agrees that it will not, without the prior written consent of the Financial Advisors, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.

Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent that the Company has been prejudiced by such failure. If the Company so elects or is requested by such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that legal counsel to such Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses available to it or other Indemnified Persons different from or in addition to those available to the Company, then such Indemnified Person may employ its own separate counsel to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel. The Company shall not be liable for the fees and expenses of more than one separate counsel, approved by the Financial Advisors, representing all the Indemnified Persons in such action or proceeding. Notwithstanding anything herein to the contrary, if the Company fails timely or diligently to defend, contest, or otherwise protect against any

 

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Claim, the relevant Indemnified Party shall have the right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including without limitation, for the reasonable fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof. The Company shall not be liable for any settlement of any Claim effected without its written consent; provided, however, that such consent shall not be unreasonably withheld, delayed or conditioned. In addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense.

The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether or not the Financial Advisors are Indemnified Persons), the Company and the Financial Advisors shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Financial Advisors on the other, in connection with the Financial Advisors’ engagement referred to above, subject to the limitation that in no event shall the amount of the Financial Advisors’ contribution to such Claim exceed the amount of fees actually received by the Financial Advisors from the Company pursuant to the Financial Advisors’ engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and the Financial Advisors on the other, with respect to the Financial Advisors’ engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or its stockholders as the case may be, pursuant to the transaction (whether or not consummated) for which the Financial Advisors are engaged to render services bears to (b) the fee paid or proposed to be paid to the Financial Advisors’ in connection with such engagement.

The Company’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity and (b) shall be effective whether or not the Company is at fault in any way.

 

7

Exhibit 3.1

AMENDED AND

RESTATED CERTIFICATE OF INCORPORATION

OF

HF2 FINANCIAL MANAGEMENT INC.

HF2 FINANCIAL MANAGEMENT INC., a corporation existing under the laws of the State of Delaware, does hereby certify as follows:

1. The name of the Corporation is “HF2 Financial Management Inc.”

2. The Corporation was originally incorporated under the name “H2 Financial Acquisition Corp.” The original Certificate of Incorporation of the Corporation was filed in the office of the Secretary of State of the State of Delaware on October 5, 2012, and was amended by the Company by the filing of Certificates of Amendment in the office of the Secretary of State of the State of Delaware on October 10, 2012, November 9, 2012 and February 13, 2013 (as amended, the “ Original Certificate ”).

3. This Amended and Restated Certificate of Incorporation (this “ Amended and Restated Certificate ”) amends, restates and integrates the provisions of the Original Certificate of the Corporation.

4. This Amended and Restated Certificate was duly approved and adopted by the written consent of the board of directors of the Corporation (the “ Board ”) and stockholders of the Corporation in accordance with the applicable provisions of Sections 141(f), 228, 242 and 245 of the General Corporation Law of the State of Delaware (“ DGCL ”).

5. The text of the Original Certificate is hereby amended and restated to read in its entirety as follows:

FIRST: The name of the corporation is HF2 Financial Management Inc. (the “ Corporation ”).

SECOND: The registered office of the Corporation is to be located at 2711 Centerville Road, Suite 400, County of New Castle, Wilmington, Delaware 19808. The name of the Corporation’s registered agent at that address is Corporation Service Company.

THIRD: The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the DGCL.

FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 202,000,000 of which 180,000,000 shares shall be Class A common stock of the par value of $.0001 per share (“ Class A Common Stock ”), 20,000,000 shares shall be Class B common stock of the par value of $.000001 per share (“ Class B Common Stock ” and, together with the Class A Common Stock, the “ Common Stock ”), and 2,000,000 shares shall be preferred stock of the par value of $.0001 per share (“ Preferred Stock ”).


A. Preferred Stock . Subject to paragraph (K) of Article FIFTH, the Board is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issue of such series (a “ Preferred Stock Designation ”) and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.

B. Common Stock . The powers, preferences and rights, and the qualifications, limitations and restrictions, of the Class A Common Stock and the Class B Common Stock are as follows:

(i) Voting . Except as otherwise expressly required by law or provided in this Certificate of Incorporation, and subject to any voting rights provided to holders of Preferred Stock at any time outstanding, the holders of any outstanding shares of Class A Common Stock and the holders of any outstanding shares of Class B Common Stock shall vote together as a single class on all matters with respect to which stockholders are entitled to vote under applicable law, this Certificate of Incorporation or the By-Laws of the Corporation, or upon which a vote of stockholders is otherwise duly called for by the Corporation. At each annual or special meeting of stockholders, each holder of record of shares of Class A Common Stock on the relevant record date shall be entitled to cast one (1) vote in person or by proxy for each share of the Class A Common Stock standing in such holder’s name on the stock transfer records of the Corporation. At each annual or special meeting of stockholders, each holder of record of shares of Class B Common Stock on the relevant record date shall be entitled to cast ten (10) votes in person or by proxy for each share of Class B Common Stock standing in such holder’s name on the stock transfer records of the Corporation. Neither the holders of shares of Class A Common Stock nor the holders of shares of Class B Common Stock shall have cumulative voting rights.

(ii) Dividends . Subject to any other provisions of the Certificate of Incorporation, holders of shares of Class A Common Stock shall be entitled to receive ratably, in proportion to the number of shares held by them, such dividends and other distributions in cash, stock, or property of the Corporation when, as, and if declared thereon by the Board from time to time out of assets or funds of the Corporation legally available therefor. Dividends consisting of shares of Class A Common Stock may be paid only to holders of shares of Class A Common Stock and only proportionally with respect to each outstanding share of Class A Common Stock. Except as otherwise provided in this Certificate of

 

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Incorporation, holders of shares of Class B Common Stock shall not be entitled to receive any dividends or distributions.

(iii) Liquidation, Dissolution, etc . Subject to paragraph (D) of Article FIFTH, in the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Corporation, after payments to creditors and to the holders of any Preferred Stock that may at the time be outstanding, the holders of shares of Class B Common Stock shall be entitled to receive an amount per share of Class B Common Stock equal to the par value thereof, following which the holders of shares of Class A Common Stock shall be entitled to receive all remaining assets and funds of the Corporation available for distribution in proportion to the number of shares held by them.

(iv) Amendments . Any amendment or modification to or waiver of the Certificate of Incorporation that would alter or change the powers, preferences or special rights of the holders of shares of Class A Common Stock or the Class B Common Stock so as to affect them adversely must be approved by a majority of the votes entitled to be cast by the holders of shares of the class affected by the amendment, voting as a separate class. Any amendment to the Certificate of Incorporation to increase or decrease the authorized shares of Class A Common Stock or Class B Common Stock must be approved by a majority of the votes entitled to be cast by the holders of shares of the class affected by the amendment, voting as a separate class.

(v) No Preemptive Rights . No holder of shares of Class A Common Stock or Class B Common Stock shall be entitled to preemptive rights.

FIFTH: The following paragraphs (A) through (M) shall apply during the period commencing upon the filing of this Amended and Restated Certificate and terminating upon the consummation of any “ Business Combination ,” and may not be amended during the Target Business Acquisition Period (as defined below) without the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of Common Stock. If the Corporation seeks to amend any of the provisions of this Article FIFTH, the Corporation will provide dissenting Public Stockholders (as defined below) with the opportunity to convert their IPO Shares (as defined below) in connection with any such vote into cash at a per share amount equal to the quotient determined by dividing (i) the amount in the Trust Account (as defined below), net of any interest thereon and net of any income, franchise or other taxes payable by (ii) the total number of outstanding IPO Shares (the “ Conversion Price ”), calculated as of the day of such vote. A “ Business Combination ” shall mean the acquisition by the Corporation, whether through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, of one or more businesses or entities (“ Target Business ” or “ Target Businesses ”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account (as defined below) at the time of the execution of a definitive agreement for such Business Combination, and if the Corporation acquires less than 100% of the equity interests or assets of the Target Business or Businesses, resulting in ownership by the Corporation or the Public Stockholders of at least 50.1% of the voting equity interests or all or substantially all of the assets of the Target Business or Businesses. If the Business Combination

 

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involves the acquisition of multiple Target Businesses, then the consummation of each such acquisition shall occur simultaneously. The “ Target Business Acquisition Period ” shall mean the period from the effectiveness of the registration statement filed in connection with the Corporation’s initial public offering of its securities (“ IPO ”) up to and including the first to occur of (a) the consummation of a Business Combination or (b) the Termination Date. The “ Termination Date ” means the date that is 18 months from the date of the Corporation’s final prospectus in connection with the IPO (or the date that is 24 months from the date of the Corporation’s final prospectus in connection with the IPO if the Corporation has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination within 18 months from the date of the Corporation’s final prospectus in connection with the IPO but have not completed the Business Combination within such 18-month period). “ Trust Account ” shall mean the trust account established by the Corporation at the consummation of its IPO and into which is deposited (x) a certain amount of the net proceeds of the sale of the IPO Shares, (y) a certain amount of the net proceeds of the private placement of the Sponsors’ Shares (as defined below) to be consummated simultaneously with the consummation of the IPO and (z), if the underwriters exercise the over-allotment option in the IPO, a certain amount of the net proceeds from the purchase of the Sponsors’ Shares resulting from the underwriters’ exercise of the over-allotment option in the IPO.

fair market value ” for purposes of this Article FIFTH shall be determined by the Board based upon one or more standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow, and/or book value. The Corporation is not required to obtain an opinion from an investment banking firm as to the fair market value of the Target Business or Businesses if its Board independently determines that the Target Business or Businesses have sufficient fair market value to meet the threshold criterion; provided, however, that (i) if the Corporation’s Board is not able to determine independently that the Target Business or Businesses has a sufficient fair market value to meet the threshold criterion, it will obtain an opinion in that regard from an unaffiliated, independent investment banking firm that is a member of the Financial Industry Regulatory Authority or another independent entity that commonly renders valuation opinions on the type of Target Business or Businesses to be acquired and (ii) the Corporation will not consummate a Business Combination with a Target Business or Businesses that is affiliated with any of its officers, directors or sponsors unless the Corporation has obtained (a) an opinion from an unaffiliated, independent investment banking firm which is a member of the Financial Industry Regulatory Authority that the Business Combination is fair to the Corporation’s unaffiliated stockholders from a financial point of view and (b) the approval of a majority of the Corporation’s disinterested and independent directors.

A. Upon consummation of the IPO, the Corporation shall deliver, or cause to be delivered, for deposit into the Trust Account at least $160,650,000 (or $184,747,500 if the underwriters’ over-allotment option is exercised in full at the time of the consummation of the IPO), comprised of (i) $146,649,250 of the net proceeds of the IPO (or $168,933,700 of the net proceeds if the over-allotment option is exercised in full at the time of the consummation of the IPO) and (ii) $14,000,750 of the net proceeds from the Corporation’s issuance and sale in a private placement of 1,414,875 shares of Class A Common Stock (or $15,813,800 of the net proceeds from the Corporation’s issuance and sale in a private placement of 1,598,400 shares of Class A Common Stock if the over-allotment option is exercised in full at the time of the consummation of the IPO) (the “ Sponsors’ Shares ”). If the over-allotment option is not

 

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exercised at the time of the consummation of the IPO, then, at the time of the purchase of IPO Shares resulting from the exercise of the over-allotment option, the Corporation shall deliver, or cause to be delivered, for deposit into the Trust Account the net proceeds of (i) the sale of IPO Shares resulting from the exercise of the over-allotment option (the maximum proceeds of which shall be $22,284,450) and (ii) the sale of Sponsors’ Shares resulting from the exercise of the over-allotment option (the maximum proceeds of which shall be $1,835,250).

B. In connection with any proposed Business Combination, the Corporation will seek stockholder approval of the proposed Business Combination at a meeting called for such purpose at which Public Stockholders may seek to convert their IPO Shares, regardless of whether they vote for or against the proposed Business Combination, into a per share amount equal to the Conversion Price, calculated as of the date of the consummation of the Business Combination, subject to the limitations described herein. The Corporation will consummate a Business Combination only if (i) it has net tangible assets of at least $5,000,001 upon such consummation (after payment of a cash advisory fee equal to 4% of the gross proceeds of the IPO to EarlyBirdCapital, Inc. and Sandler O’Neill & Partners, L.P. in connection with the consummation of such Business Combination) and (ii) a majority of the outstanding shares of Class A Common Stock voted are voted in favor of the Business Combination. A Business Combination must be approved by a majority of the Corporation’s independent directors.

C. In the event that a Business Combination is approved in accordance with the above paragraph (B) and is consummated by the Corporation, any stockholder of the Corporation holding shares of Class A Common Stock issued in the IPO ( the “ IPO Shares ” and the holders of such IPO Shares, the “ Public Stockholders ”) who voted for or against the Business Combination may, prior to such vote, demand that the Corporation convert such Public Stockholder’s IPO Shares into cash. If so demanded, the Corporation shall, promptly after consummation of the Business Combination, convert such shares into cash at a per share amount equal to the Conversion Price, calculated as of the date of the consummation of the Business Combination. Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) will be restricted from seeking conversion rights with respect to 20% or more of the IPO Shares sold in the IPO; provided, however, that a Public Stockholder is entitled to vote against a proposed Business Combination with respect to all IPO Shares owned by him or his affiliates. If the Business Combination is not approved or completed for any reason, then the Public Stockholders who elected to exercise their conversion rights will not be entitled to convert their IPO Shares, and the Corporation will promptly return any IPO Shares delivered to it by the Public Stockholders. The Corporation may require any Public Stockholder electing to convert his IPO Shares, whether he is a record holder or holds his IPO Shares in “street name”, to either tender his certificate to out transfer agent prior to the vote on the Business Combination or to deliver his shares to the

 

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transfer agent electronically, using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at his option.

D. In the event that the Corporation does not consummate a Business Combination by the Termination Date, the Corporation will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding IPO Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest but net of taxes payable, divided by the number of then outstanding IPO Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (except for the right to receive further liquidation distributions of any net assets remaining outside of the Trust Account, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Corporation’s remaining stockholders and the Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under Delaware law to provide for claims of creditors and to the requirements of other applicable law.

E. A holder of IPO Shares shall be entitled to receive distributions from the Trust Account only in the event (i) such holder of IPO Shares demands conversion of its shares in accordance with paragraph (C) above in connection with a Business Combination that is consummated, or (ii) the Corporation has not consummated a Business Combination by the Termination Date as described in paragraph (D) above, in which case distributions may be made without regard to whether the Corporation has been dissolved and liquidated. Except as may be required under applicable law, in no other circumstances shall a holder of IPO Shares have any right or interest of any kind in or to the Trust Account.

F. Unless and until the Corporation has consummated a Business Combination as permitted under this Article FIFTH, the Corporation may not consummate any other business combination, whether by merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination or transaction or otherwise.

 

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G. The Corporation shall not, and no employee of the Corporation shall, disburse or cause to be disbursed any of the proceeds held in the Trust Account except (i) for the payment of the Corporation’s tax obligations, including income, franchise and other tax obligations of any kind, (ii) for the release of interest income, net of any taxes payable, to the Corporation to fund the Corporation’s working capital requirements, (iii) as provided for in paragraph (C) of this Article FIFTH, (iv) in connection with a Business Combination or thereafter, (v) in connection with the redemption of IPO Shares as provided for in paragraph (D) of this Article FIFTH and the Corporation’s liquidation or (vi) as otherwise set forth herein.

H. Except in connection with a transfer of shares of Class B Common Stock as provided for in paragraph L below, transactions between the Corporation and any of its sponsors, directors, officers or Advisory Board members or their respective affiliates (including any reimbursements described below) will require prior approval by the Audit Committee of the Board and a majority of the Corporation’s disinterested “independent” directors, or the members of the Board who do not have an interest in the transaction, in either case who had access, at the Corporation’s expense, to its attorneys or independent legal counsel. The Corporation will not enter into any such transaction unless the Audit Committee of the Board and a majority of the Corporation’s disinterested “independent” directors determine that the terms of such transaction are no less favorable to the Corporation than those that would be available to the Corporation with respect to such a transaction from unaffiliated third parties. The Corporation will not pay any compensation or fees of any kind, including finder’s, consulting and other similar fees, to its sponsors, Advisory Board members, directors or officers or their respective affiliates, for services rendered prior to or in connection with the consummation of a Business Combination (regardless of the type of transaction that it is); provided, however, that such individuals, will receive reimbursement for any reasonable out-of-pocket expenses incurred by them in connection with activities on the Corporation’s behalf, such as identifying potential Target Businesses, performing business due diligence on suitable Target Businesses and Business Combinations as well as traveling to and from the offices, plants or similar locations of prospective Target Businesses to examine their operations. There is no limit on the amount of reasonable out-of-pocket expenses reimbursable by the Corporation. Payments of an aggregate of $10,000 per month for office space, secretarial and administrative services to Berkshire Capital Securities LLC and repayments of advances of up to $150,000 in the aggregate (excluding the amount of any advance used to repay a prior advance) made to the Corporation by certain of its sponsors to cover IPO related and organizational expenses shall not be subject to the provisions of this paragraph I.

I. The members of the Audit Committee shall review the requirements of this Article FIFTH at each quarterly meeting of the Audit Committee to determine compliance by the Corporation with the requirements hereof. In addition, the members of the Corporation’s Audit Committee shall review the terms of all agreements (the “ IPO Agreements ”) between the Corporation and any of its officers or directors included as exhibits to the Registration Statement filed by the Corporation with the SEC to register the IPO Shares at each quarterly meeting of the Audit Committee to determine whether the parties to each IPO Agreement are in compliance. If any noncompliance is identified, then the Audit Committee shall immediately take all action necessary to rectify such noncompliance or otherwise cause compliance with the requirements of this Article FIFTH or the terms and provisions of each IPO Agreement.

 

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J. Prior to a Business Combination, the Board may not issue (i) any shares of Class A Common Stock or any securities convertible into Class A Common Stock, (ii) any securities that participate in any manner in the proceeds of the Trust Account, or (iii) any securities that vote as a class with the IPO Shares on a Business Combination (other than the shares of Class B Common Stock outstanding on the date hereof).

K. The shares of Class B Common Stock outstanding on the date hereof may not be transferred, assigned or sold prior to the consummation of a Business Combination or the dissolution of the Corporation.

L. The shares of Class B Common Stock outstanding on the date hereof may be transferred only in connection with a Business Combination and only with the consent of the Board either to the owners or employees of a Target Business or Businesses, assuming the owners or employees of the Target Business or Businesses require that the Corporation transfer such shares to them, or, if they do not require that any or all of the shares of Class B Common Stock be transferred to them, the balance of such shares will be transferred to the Corporation in exchange for their par value per share.

M. Prior to a Business Combination and in connection with any vote on a Business Combination, the issued and outstanding shares of Class B Common Stock will be voted on all matters presented to holders of the Corporation’s Common Stock for a vote in proportion to the vote of the holders of the Corporation’s Class A Common Stock.

SIXTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

A. The Board shall be divided into three classes: Class A, Class B and Class C. The number of directors in each class shall be as nearly equal as possible. At the first election of directors by the incorporator of the Corporation, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third annual meeting of stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first annual meeting of stockholders, the directors in Class B shall be elected for a term expiring at the second annual meeting of stockholders and the directors in Class C shall be elected for a term expiring at the third annual meeting of stockholders. Commencing at the first annual meeting of stockholders, and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Except as the DGCL may otherwise require, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board, including unfilled vacancies resulting from the removal of directors for cause, shall be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the Corporation’s bylaws), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or

 

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removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.

B. Election of directors need not be by ballot unless the bylaws of the Corporation so provide.

C. The Board shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to or repeal the bylaws of the Corporation as provided in the bylaws of the Corporation.

D. The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interests, or for any other reason.

E. Subsequent to the consummation of the IPO, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such holders and may not be effected by written consent of the stockholders.

F. In addition to the powers and authorities hereinbefore stated or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this Amended and Restated Certificate, and to any bylaws from time to time made by the stockholders; provided, however, that no bylaw so made shall invalidate any prior act of the directors which would have been valid if such bylaw had not been made.

SEVENTH: The following paragraphs shall apply with respect to liability and indemnification of the Corporation’s officers and directors and certain other persons:

A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this paragraph (A) by the stockholders of

 

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the Corporation shall not adversely affect any right or protection of a director of the Corporation with respect to events occurring prior to the time of such repeal or modification.

B. The Corporation, to the full extent permitted by Section 145 of the DGCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.

EIGHTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation. This Article EIGHTH is subject to the requirements set forth in Article FIFTH, and any conflict arising in respect of the terms set forth hereunder and thereunder shall be resolved by reference to the terms set forth in Article FIFTH.

NINTH: Subject to the provisions set forth in Article FIFTH, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be duly executed by the undersigned as of this the 21 st day of March, 2013.

 

/s/ Richard S. Foote

Richard S. Foote

President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

Signature Page to Amended and Restated Certificate of Incorporation of

HF2 Financial Management Inc.

 

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Exhibit 10.1

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 15 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a director and officer of the Company, 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. In accordance with Section 2.07(a) of the Trust Agreement, the undersigned acknowledges and agrees that he will seek and obtain the consent of the board of directors of the Company prior to providing any instructions to the Trustee with respect to the shares of Class B common stock, par value $0.000001 per share, of the Company (the “ Class B Common Stock ”). The undersigned also acknowledges and agrees that he will act in accordance with the provisions of Article FIFTH of the Company’s Amended and Restated Certificate of Incorporation with respect to the voting, sale, transfer or assignment of any shares of Class B Common Stock by the HF2 Class B Trust.

2. The undersigned acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

3. The undersigned hereby agrees that in the event that the Company fails to consummate an Initial Business Combination within 18 months from the date of the Prospectus (or 24 months from the date of the Prospectus if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 18 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 24-month period to redeem 100% of the outstanding IPO Shares 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 time periods described in the preceding sentence.

4. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination; provided that Berkshire Capital Securities LLC (the Related Party ), an entity affiliated with the undersigned shall be allowed to charge the Company $10,000 per month for administrative services provided by the Related Party to the Company. The undersigned shall also be entitled to reimbursement from the Company for his reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account.

5. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

6. The undersigned agrees not to participate in the formation of, or become an officer or director of, any other blank check company until the earlier of (i) the date on which the Company enters into a definitive agreement regarding its Initial Business Combination or (ii) 18 months from the date of the Prospectus (or 24 months from the date of the Prospectus if the Company has executed a letter of intent or agreement in principle for an Initial Business Combination within 18 months of the date of the Prospectus but has not completed the Initial Business Combination within such 18-month period).

7. The undersigned agrees to be the Chairman of the Board of the Company until the earlier of the consummation by the Company of an Initial Business Combination or the liquidation of the Company. The undersigned’s biographical information furnished to the Company and the Representative and attached hereto as Exhibit A is true and accurate in all respects and does not omit any material information with respect to the undersigned’s background. Each of the undersigned’s Director and Officer Questionnaire and FINRA Questionnaire furnished to the Company and the Representative is true and accurate in all 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 any fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he 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. The undersigned agrees to present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of the Initial Business Combination or the liquidation of the Trust Account, subject to any pre-existing fiduciary obligations the undersigned may have.

9. The undersigned has full right and power, without violating any agreement by which the undersigned is bound, to enter into this letter agreement and to serve as the Chairman of the Board of the Company.

10.(a) The undersigned, in his capacity as an officer of the Company, has agreed that he will be jointly and severally liable, by means of direct payment to the Trust Account, to ensure that the proceeds in the Trust Account are not reduced by the claims of Target Businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company; provided that the undersigned along with all of the Company’s officers will have no personal liability (i) as to any claimed amounts owed to a Target Business or vendor or other entity who has executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind he may have in or to any monies held in the Trust Account, or (ii) as to any claims under the Company’s indemnity with the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

(b) 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

(c) In the event of the liquidation of the Company, the undersigned agrees to advance to 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 undersigned agrees not to seek repayment of such advances from the Company or holders of the IPO Shares.

11. The undersigned agrees to vote any Founders’ Common Stock, Sponsors’ Common Stock and/or IPO Shares purchased in or after the IPO held by him in favor of any proposed Initial Business Combination. The undersigned acknowledges and agrees that the shares of Founders’ Common Stock and Sponsors’ Common Stock are subject to restrictions on transfer as described in the Prospectus.

 

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12. The undersigned agrees not to convert any Founders’ Common Stock, Sponsors’ Common Stock and/or IPO Shares purchased in or after the IPO held by him in connection with a stockholder vote to approve an Initial Business Combination.

13. The undersigned agrees not to take any action, directly or indirectly, that would cause either Broad Hollow LLC or Broad Hollow Investors LLC to be in breach of the respective letter agreements of Broad Hollow LLC or Broad Hollow Investors LLC, dated as of the date hereof, delivered to the Company.

14. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

15. As used herein:

(a) “Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or “ Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited;

 

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(h) Trust Agreement means that certain Trust Agreement relating to HF2 Class B Trust, dated as of February 26, 2013 by and among the undersigned, Wilmington Trust, National Association, and the Company.

16. 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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

17. 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.

18. 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.

19. 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.

20. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

/s/ R. Bruce Cameron

R. Bruce Cameron

 

Address:

 

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Acknowledged and agreed:

 

HF2 Financial Management Inc.

By:  

/s/ R. Bradley Forth

  Name:   R. Bradley Forth
  Title:  

Executive Vice President, Chief

Financial Officer and Secretary

 

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Exhibit A

R. Bruce Cameron, CFA Mr. Cameron has been the Chairman of our Board of Directors since our inception. Mr. Cameron has been the President and Chief Executive Officer of Berkshire Capital Securities LLC, a New York-based investment banking firm, since its formation in May 2004. Mr. Cameron co-founded Berkshire Capital Corporation, the predecessor firm to Berkshire Capital Securities LLC, in 1983 as the first independent investment bank covering the financial services industry, with a focus on investment management and capital markets firms. Mr. Cameron and his partners have advised on over 270 mergers and acquisitions of financial services companies, including high net worth managers, institutional investment managers, mutual fund managers, real estate managers, brokerage firms, investment banks and capital markets firms with aggregate client assets under management transfer of more than $675 billion and aggregate transaction value in excess of $12.5 billion. From 2005 to 2010, Mr. Cameron was a co-founder and the chairman of the board of directors of Highbury Financial Inc., a publicly traded blank check company that became an investment management holding company. Mr. Cameron is co-chairman of the Investment Committee of Broad Hollow Partners LLC, a partnership formed to pursue principal investments in the investment management industry. Prior to forming Berkshire Capital Corporation, Mr. Cameron was an associate director of Paine Webber Group Inc.’s Strategic Planning Group from 1981 through 1983. Mr. Cameron began his career at Prudential Insurance Company from 1978 through 1980, working first in the Comptroller’s Department and then in the Planning & Coordination Group. Mr. Cameron graduated from Trinity College, where he received a B.A. in Economics, and from Harvard Business School, where he received an M.B.A. Mr. Cameron also attended the London School of Economics. Mr. Cameron is a CFA charterholder and is the treasurer of the New York Society of Security Analysts. Mr. Cameron is a Fellow of the Life Management Institute. He is also a past trustee of the Securities Industry Institute.

 

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Exhibit 10.2

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 13 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a director and officer of the Company, 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 acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is); provided that Berkshire Capital Securities LLC (the “ Related Party ), an entity affiliated with the undersigned shall be allowed to charge the Company $10,000 per month for administrative services provided by the Related Party to the Company. The undersigned shall also be entitled to reimbursement from the Company for his reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account.


3. The undersigned hereby agrees that in the event that the Company fails to consummate an Initial Business Combination within 18 months from the date of the Prospectus (or 24 months from the date of the Prospectus if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 18 months from the date of the Prospectus but has not completed the Initial Business Combination within such 18-month period), 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 18-month period or 24-month, as applicable, period to redeem 100% of the outstanding IPO Shares 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 time periods described in the preceding sentence.

4. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

5. The undersigned agrees not to participate in the formation of, or become an officer or director of, any other blank check company until the earlier of (i) the date on which the Company enters into a definitive agreement regarding its Initial Business Combination or (ii) 18 months from the date of the Prospectus (or 24 months from the date of the Prospectus if the Company has executed a letter of intent or agreement in principle for an Initial Business Combination within 18 months of the date of the Prospectus but has not completed the Initial Business Combination within such 18-month period).

6. The undersigned agrees to be the President of the Company until the earlier of the consummation by the Company of an Initial Business Combination or the liquidation of the Company. The undersigned’s biographical information furnished to the Company and the Representative and attached hereto as Exhibit A is true and accurate in all respects and does not omit any material information with respect to the undersigned’s background. Each of the undersigned’s Director and Officer Questionnaire and FINRA Questionnaire furnished to the Company and the Representative is true and accurate in all 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 any fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant in any such criminal proceeding; and

(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.

 

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7. The undersigned agrees to present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of the Initial Business Combination or the liquidation of the Trust Account, subject to any pre-existing fiduciary obligations the undersigned may have.

8. The undersigned has full right and power, without violating any agreement by which the undersigned is bound, to enter into this letter agreement and to serve as President of the Company.

9. (a) The undersigned, in his capacity as an officer of the Company, has agreed that he will be jointly and severally liable, by means of direct payment to the Trust Account, to ensure that the proceeds in the Trust Account are not reduced by the claims of Target Businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company; provided that the undersigned along with all of the Company’s officers will have no personal liability (i) as to any claimed amounts owed to a Target Business or vendor or other entity who has executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind he may have in or to any monies held in the Trust Account, or (ii) as to any claims under the Company’s indemnity with the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

(b) 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

(c) In the event of the liquidation of the Company, the undersigned agrees to advance to 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 undersigned agrees not to seek repayment of such advances from the Company or holders of the IPO Shares.

10. The undersigned agrees to vote any Founders’ Common Stock, Sponsors’ Common Stock and/or IPO Shares purchased in or after the IPO held by him in favor of any proposed Initial Business Combination. The undersigned acknowledges and agrees that the shares of Founders’ Common Stock and Sponsors’ Common Stock are subject to restrictions on transfer as described in the Prospectus.

11. The undersigned agrees not to convert any Founders’ Common Stock, Sponsors’ Common Stock and/or IPO Shares purchased in or after the IPO held by him in connection with a stockholder vote to approve an Initial Business Combination.

12. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

 

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13. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

14. 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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

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.

 

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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.

17. 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.

18. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

/s/ Richard S. Foote
Richard S. Foote
Address:

 

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Acknowledged and agreed:

HF2 Financial Management Inc.

By:   /s/ R. Bradley Forth
  Name:   R. Bradley Forth
  Title:  

Executive Vice President, Chief

Financial Officer and Secretary

 

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Exhibit A

Richard S. Foote, CFA Mr. Foote has been our President and Chief Executive Officer and a Director since our inception. Mr. Foote has been a managing director of Berkshire Capital Securities LLC since its formation in May 2004 and a managing director, principal and vice president of Berkshire Capital Corporation, since 1994. Mr. Foote is a director of Berkshire Capital and serves on its compensation committee, commitment committee and technology committee. At Berkshire Capital and its predecessor, Mr. Foote has advised on 32 completed mergers and acquisitions of financial services companies, including high net worth managers, institutional investment managers, mutual fund managers, real estate managers, brokerage firms, investment banks and capital markets firms with aggregate client assets under management transfer of approximately $150 billion and aggregate transaction value of more than $2.4 billion. From 2005 to 2010, Mr. Foote was a co-founder and the president and chief executive officer and a member of the board of directors of Highbury Financial Inc. Mr. Foote is a partner of Broad Hollow Partners LLC, a partnership formed to pursue principal investments in the investment management industry. From 1991 through 1994, Mr. Foote was a co-founder and partner of Knightsbridge Capital Partners, a partnership engaged in investment banking and merchant banking activities. From 1985 to 1991, Mr. Foote was a vice president, an associate, and an analyst in the investment banking division of PaineWebber Incorporated, primarily working on mergers, acquisitions and the issuance of equity and debt securities. Mr. Foote was graduated from Harvard College, cum laude, in 1985 with an A.B. in Economics. Mr. Foote is a CFA charterholder and a member of the CFA Institute, the New York Society of Security Analysts, the Pension Real Estate Association and the National Council of Real Estate Investment Fiduciaries.

 

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Exhibit 10.3

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 15 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as an officer and a stockholder of the Company, 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 acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. The undersigned hereby agrees that in the event that the Company fails to consummate an Initial Business Combination within 18 months from the date of the Prospectus (or 24 months from the date of the Prospectus if the Company has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within 18 months from the date of the Prospectus but has not completed the Initial Business Combination within such 18-month period), 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 18-month or 24-month period, as applicable, to redeem 100% of the outstanding IPO Shares 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 time periods described in the preceding sentence.

3. Neither the undersigned nor any affiliate of the undersigned will be entitled to


receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is); provided that Berkshire Capital Securities LLC (the Related Party ), an entity affiliated with the undersigned shall be allowed to charge the Company $10,000 per month for administrative services provided by the Related Party to the Company. The undersigned shall also be entitled to reimbursement from the Company for his reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account.

4. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

5. The undersigned agrees not to participate in the formation of, or become an officer or director of, any other blank check company until the earlier of (i) the date on which the Company enters into a definitive agreement regarding its Initial Business Combination or (ii) 18 months from the date of the Prospectus (or 24 months from the date of the Prospectus if the Company has executed a letter of intent or agreement in principle for an Initial Business Combination within 18 months of the date of the Prospectus but has not completed the Initial Business Combination within such 18-month period).

6. The undersigned agrees to be the Executive Vice President, Chief Financial Officer and Secretary of the Company until the earlier of the consummation by the Company of an Initial Business Combination or the liquidation of the Company. The undersigned’s biographical information furnished to the Company and the Representative and attached hereto as Exhibit A is true and accurate in all respects and does not omit any material information with respect to the undersigned’s background. Each of the undersigned’s Director and Officer Questionnaire and FINRA Questionnaire furnished to the Company and the Representative is true and accurate in all 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 any fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant in any such criminal proceeding; and

(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.

 

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7. The undersigned agrees to present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of the Initial Business Combination or the liquidation of the Trust Account, subject to any pre-existing fiduciary obligations the undersigned may have.

8. The undersigned has full right and power, without violating any agreement by which the undersigned is bound, to enter into this letter agreement and to serve as Executive Vice President, Chief Financial Officer and Secretary of the Company.

9. The undersigned, in his capacity as an officer of the Company, has agreed that he will be jointly and severally liable, by means of direct payment to the Trust Account, to ensure that the proceeds in the Trust Account are not reduced by the claims of Target Businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company; provided that the undersigned along with all of the Company’s officers will have no personal liability (a) as to any claimed amounts owed to a Target Business or vendor or other entity who has executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind he may have in or to any monies held in the Trust Account, or (b) as to any claims under the Company’s indemnity with the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

10. The undersigned agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

11. The undersigned agrees not to convert any IPO Shares purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

12. The undersigned agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and/or any IPO Shares it may hold in connection with any such vote to amend the Company’s Amended and Restated Certificate of Incorporation.

13. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

14. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

 

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15. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

16. 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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

17. 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.

18. 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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19. 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.

20. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

/s/ R. Bradley Forth

R. Bradley Forth

 

Address:

 

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Acknowledged and agreed:

HF2 Financial Management Inc.

 

By:   /s/ Richard S. Foote
  Name:  

Richard S. Foote

  Title:  

President and Chief Executive Officer

 

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Exhibit A

R. Bradley Forth, CFA.  Mr. Forth has been our Executive Vice President, Chief Financial Officer and Secretary since our inception. Mr. Forth has been a director, vice president and associate at Berkshire Capital Securities LLC since its formation in May 2004 and an associate and analyst at Berkshire Capital Corporation since 2001. From 2005 to 2010, Mr. Forth was a co-founder and the executive vice president, chief financial officer and secretary of Highbury Financial Inc. Mr. Forth is a partner of Broad Hollow Partners LLC, a partnership formed to pursue principal investments in the investment management industry. He graduated from Duke University in 2001 with a B.S. in Economics and a B.A. in Chemistry. Mr. Forth is a CFA charterholder and a member of the CFA Institute and the New York Society of Security Analysts.

 

7

Exhibit 10.4

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 13 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a director and a stockholder of the Company, 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 acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. The undersigned hereby agrees that in the event that the Company fails to consummate an Initial Business Combination within 18 months from the date of the Prospectus (or 24 months from the date of the Prospectus if the Company has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within 18 months from the date of the Prospectus but has not completed the Initial Business Combination within such 18-month period), 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 18-month period or 24-month period, as applicable, to redeem 100% of the outstanding IPO Shares 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 time periods described in the preceding sentence.

3. Neither the undersigned nor any affiliate of the undersigned will be entitled to


receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is). The undersigned shall also be entitled to reimbursement from the Company for his reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account. In addition, the undersigned will be entitled to repayment of the non-interest bearing loan made by it to the Company to cover offering expenses, in accordance with the terms of the Promissory Note, dated as of February 26, 2013 made by the Company in favor of the undersigned.

4. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

5. The undersigned agrees to be a director of the Company until the earlier of the consummation by the Company of an Initial Business Combination or the liquidation of the Company. The undersigned’s biographical information furnished to the Company and the Representative and attached hereto as Exhibit A is true and accurate in all respects and does not omit any material information with respect to the undersigned’s background. Each of the undersigned’s Director and Officer Questionnaire and FINRA Questionnaire furnished to the Company and the Representative is true and accurate in all 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 any fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant in any such criminal proceeding; and

(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.

6. The undersigned agrees to present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of the Initial Business Combination or the liquidation of the Trust Account, subject to any pre-existing fiduciary obligations the undersigned may have.

7. The undersigned has full right and power, without violating any agreement by which the undersigned is bound, to enter into this letter agreement and to serve as a director of the Company.

 

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8. The undersigned agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

9. The undersigned agrees not to convert any IPO Shares purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

10. The undersigned agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and/or any IPO Shares it may hold in connection with any such vote to amend the Company’s Amended and Restated Certificate of Incorporation.

11. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

12. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

13. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

(d) IPO S hares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

 

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(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

14. 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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

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.

17. 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.

18. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

/s/ Joseph C. Canavan

Joseph C. Canavan

 

Address:

 

4


Acknowledged and agreed:

 

HF2 Financial Management Inc.
By:   /s/ R. Bradley Forth
  Name:  R. Bradley Forth
 

Title:    Executive Vice President, Chief

             Financial Officer and Secretary

 

5


Exhibit A

Joseph C. Canavan . Mr. Canavan has been a Director since February 2013. Since January 2010, Mr. Canavan has been Chief Executive Officer of Canavan Capital, a personal investment company. Mr. Canavan was Chairman and Chief Executive Officer of Assante Wealth Management, a wealth management company, and United Financial Corporation, an asset management firm affiliated with Assante Wealth Management, from November 2003 until November 2009. Prior to joining Assante Wealth Management, Mr. Canavan was the President and CEO of Synergy Asset Management, a wealth management company he founded in December 1997. In 1994, Mr. Canavan launched GT Global (Canada), a mutual fund company, and served as its Chief Executive Officer until 1997. From 1989 until 1994, Mr. Canavan was a Vice President and Director of National Sales with Fidelity Investments. Mr. Canavan began his career as a financial advisor with Burns Fry Ltd. Mr. Canavan serves on the boards of directors of the following non-profit organizations: the Children’s Aid Foundation, of which he is Chairman and Interim Chief Executive Officer, The Next 36, the Fraser Institute, Kids and Company, Brandprotect, and the Kira Talent. Mr. Canavan has a Bachelor of Business Administration from Concordia University and has completed Harvard University’s three-year executive management program for owners and presidents of companies.

 

6

Exhibit 10.5

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 13 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon Oscar J. Junquera (“ Junquera ”) as a director and PanMar Capital llc as a stockholder of the Company, 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 acknowledge and agree that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. The undersigned hereby agrees that in the event that the Company fails to consummate an Initial Business Combination within 18 months from the date of the Prospectus (or 24 months from the date of the Prospectus if the Company has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within 18 months from the date of the Prospectus but has not completed the Initial Business Combination within such 18-month period), 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 18-month or 24-month period, as applicable, to redeem 100% of the outstanding IPO Shares 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 time periods described in the preceding sentence.


3. None of the undersigned nor any of their respective affiliates will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is). Each of the undersigned shall be entitled to reimbursement from the Company for his or its reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account. In addition, PanMar Capital llc will be entitled to repayment of the non-interest bearing loan made by it to the Company to cover offering expenses, in accordance with the terms of the Promissory Note, dated as of November 30, 2012 made by the Company in favor of PanMar Capital llc.

4. None of the undersigned nor any of their respective affiliates will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

5. Junquera agrees to be a director of the Company until the earlier of the consummation by the Company of an Initial Business Combination or the liquidation of the Company. Junquera’s biographical information furnished to the Company and the Representative and attached hereto as Exhibit A is true and accurate in all respects and does not omit any material information with respect to the undersigned’s background. Junquera’s Director and Officer Questionnaire and FINRA Questionnaire furnished to the Company and the Representative is true and accurate in all respects. Junquera represents and warrants that:

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

(c) he 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.

6. Junquera agrees to present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of the Initial Business Combination or the liquidation of the Trust Account, subject to any pre-existing fiduciary obligations Junquera may have.

7. Each of the undersigned has full right and power, without violating any agreement by which the undersigned is bound, to enter into this letter agreement and, in the case of Junquera, to serve as a director of the Company.

 

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8. PanMar Capital llc agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

9. PanMar Capital llc agrees not to convert any IPO Shares purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

10. PanMar Capital llc agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and/or any IPO Shares it may hold in connection with any such vote to amend the Company’s Amended and Restated Certificate of Incorporation.

11. Each of 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned. In the event of the liquidation of the Company, Junquera agrees to advance to 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. Junquera agrees not to seek repayment of such advances from the Company or holders of the IPO Shares.

12. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

13. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

 

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(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

14. Each of 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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

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.

17. 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.

18. This letter agreement shall be binding on each of the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve any of the undersigned from liability from any breach of this letter agreement prior to its termination.

[Remainder of page left intentionally blank.]

 

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PanMar Capital llc
/s/ Oscar J. Junquera

By: Oscar J. Junquera

 

Address:

/s/ Oscar J. Junquera

Oscar J. Junquera

 

Address:

 

5


Acknowledged and agreed:

 

HF2 Financial Management Inc.

By:  

/s/ R. Bradley Forth

  Name:   R. Bradley Forth
  Title:  

Executive Vice President, Chief

Financial Officer and Secretary

 

6


Exhibit A

Oscar J. Junquera . Mr. Junquera has been a Director since February 2013. Mr. Junquera is the founder and Managing Partner of PanMar Capital llc, a private equity and investment banking firm specializing in the financial services sector, which he founded in 2008. Mr. Junquera started his career with Blyth Eastman Paine Webber in 1980 as an Associate in the Investment Banking Division. He was appointed Managing Director in 1988, Group Head—Financial Institutions in 1990, and a member of the Investment Banking Executive Committee in 1995, subsequent to the firm’s acquisition of Kidder, Peabody & Co. Upon the sale of PaineWebber Group to UBS AG in 2000, Mr. Junquera was appointed Global Head of Asset Management Investment Banking and held that position until 2007. He was responsible for establishing and building the bank’s franchise with mutual fund, institutional, high net worth and alternative asset management firms, as well as banks, insurance and financial services companies active in asset management. Mr. Junquera is a director of North Star Realty Finance Corp. and Toroso Investments LLC. Mr. Junquera holds a B.S. from the University of Pennsylvania’s Wharton School and an M.B.A. from Harvard Business School. He is on the Board of Trustees of the Long Island Chapter of the Nature Conservancy and is a Patron/Contributor to the Boys Club of New York, Lenox Hill Neighborhood House and the Museum of the City of New York.

 

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Exhibit 10.6

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 13 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a director and a stockholder of the Company, 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 acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. The undersigned hereby agrees that in the event that the Company fails to consummate an Initial Business Combination within 18 months from the date of the Prospectus (or 24 months from the date of the Prospectus if the Company has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within 18 months from the date of the Prospectus but has not completed the Initial Business Combination within such 18-month period), 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 18-month period or 24-month period, as applicable, to redeem 100% of the outstanding IPO Shares 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 time periods described in the preceding sentence.

3. Neither the undersigned nor any affiliate of the undersigned will be entitled to


receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is). The undersigned shall also be entitled to reimbursement from the Company for his reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account. In addition, the undersigned will be entitled to repayment of the non-interest bearing loan made by it to the Company to cover offering expenses, in accordance with the terms of the Promissory Note, dated as of February 26, 2013 made by the Company in favor of the undersigned.

4. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

5. The undersigned agrees to be a director of the Company until the earlier of the consummation by the Company of an Initial Business Combination or the liquidation of the Company. The undersigned’s biographical information furnished to the Company and the Representative and attached hereto as Exhibit A is true and accurate in all respects and does not omit any material information with respect to the undersigned’s background. Each of the undersigned’s Director and Officer Questionnaire and FINRA Questionnaire furnished to the Company and the Representative is true and accurate in all 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 any fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant in any such criminal proceeding; and

(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.

6. The undersigned agrees to present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of the Initial Business Combination or the liquidation of the Trust Account, subject to any pre-existing fiduciary obligations the undersigned may have.

7. The undersigned has full right and power, without violating any agreement by which the undersigned is bound, to enter into this letter agreement and to serve as a director of the Company.

 

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8. The undersigned agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

9. The undersigned agrees not to convert any IPO Shares purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

10. The undersigned agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and/or any IPO Shares it may hold in connection with any such vote to amend the Company’s Amended and Restated Certificate of Incorporation.

11. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

12. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

13. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

 

3


(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

14. 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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

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.

17. 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.

18. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

/s/ Robert H. Zerbst

Robert H. Zerbst

 

Address:

 

4


Acknowledged and agreed:
HF2 Financial Management Inc.
By:   /s/ R. Bradley Forth
  Name:   R. Bradley Forth
  Title:   Executive Vice President, Chief Financial Officer and Secretary

 

5


Exhibit A

Robert H. Zerbst . Mr. Zerbst has been a Director since February 2013. Mr. Zerbst retired as Chairman of CBRE Global Investors, a global investment company and real estate investment manager in 2009, a position he had held since 2007. He continues to serve as a member of the investment committee of Global Multi Manager business, a fund of funds, of CBRE Global Investors. From 1998 until 2007, he was Chief Executive Officer of CBRE Global Investors. Mr. Zerbst joined CB Richard Ellis Investors (now CBRE Global Investors) as president in 1997. In 1981, Mr. Zerbst founded and served as Chief Executive Officer of Piedmont Realty Advisors, a real estate investment manager, and became a partner in The RREEF Funds when Piedmont Realty Advisors merged with The RREEF Funds in 1991. Mr. Zerbst is a director of Digital Realty Trust, a New York Stock Exchange listed realty trust. Mr. Zerbst serves as Chairman of Overseas Investor Services, LLC, a company that provides to foreign investors services relating to investments in United States real estate. Mr. Zerbst is a past Chairman of the National Association of Real Estate Investment Managers and member of the board of the National Council of Real Estate Investment Fiduciaries. Mr. Zerbst is a member of the World Affairs Council of Northern California, Asia Society, the Policy Advisory Board of the Fisher Center at the University of California at Berkeley, Trustee of the San Francisco Conservatory of Music and a former member of the Real Estate Round Table. Mr. Zerbst holds a B.A. from Miami University and an M.A. in Economics, an M.B.A. and a Ph.D. in Finance and Real Estate Economics from Ohio State University.

 

6

Exhibit 10.7

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 9 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, 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 acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction it is); provided that Berkshire Capital Securities LLC (the Related Party ), an entity affiliated with the undersigned shall be allowed to charge the Company $10,000 per month for administrative services provided by the Related Party to the Company. The undersigned shall also be entitled to reimbursement from the Company for its reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account. In addition, the undersigned will be entitled to repayment of the non-interest bearing loan made by it to the Company to cover offering expenses, in accordance with the terms of the Promissory Note, dated as of November 30, 2012.


3. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

4. The undersigned agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

5. The undersigned agrees not to convert any public shares of Common Stock purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

6. The undersigned agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and any IPO Shares it may hold in connection with any vote to amend the Company’s Amended and Restated Certificate of Incorporation.

7. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

8. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. If for any reason such agent is unable to act as such, the undersigned will promptly notify the Company and the Representative and appoint a substitute agent acceptable to each of the Company and the Representative within thirty (30) days and nothing in this letter will affect the right of either party to serve process in any other manner permitted by law.

9. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

 

2


(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

10. 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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

11. 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.

12. 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.

13. 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.

14. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

3


BROAD HOLLOW LLC
/s/ R. Bruce Cameron

By: R. Bruce Cameron

       President of Managing Member

 

Address:

 

4


Acknowledged and agreed:

 

HF2 Financial Management Inc.

By:  

/s/ R. Bradley Forth

  Name:   R. Bradley Forth
  Title:  

Executive Vice President, Chief

Financial Officer and Secretary

 

5

Exhibit 10.8

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 9 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, 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 acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction it is); provided that Berkshire Capital Securities LLC (the Related Party ), an entity affiliated with the undersigned shall be allowed to charge the Company $10,000 per month for administrative services provided by the Related Party to the Company. The undersigned shall also be entitled to reimbursement from the Company for its reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account. In addition, the undersigned will be entitled to repayment of the non-interest bearing loan made by it to the Company to cover offering expenses, in accordance with the terms of the Promissory Notes, dated as of November 30, 2012 and March 21, 2013.


3. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

4. The undersigned agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

5. The undersigned agrees not to convert any public shares of Common Stock purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

6. The undersigned agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and any IPO Shares it may hold in connection with any vote to amend the Company’s Amended and Restated Certificate of Incorporation.

7. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

8. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. If for any reason such agent is unable to act as such, the undersigned will promptly notify the Company and the Representative and appoint a substitute agent acceptable to each of the Company and the Representative within thirty (30) days and nothing in this letter will affect the right of either party to serve process in any other manner permitted by law.

9. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

 

2


(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

10. 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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

11. 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.

12. 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.

13. 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.

14. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

3


BROAD HOLLOW INVESTORS LLC
/s/ R. Bruce Cameron

By: R. Bruce Cameron

       President of Managing Member

 

Address:

 

4


Acknowledged and agreed:

 

HF2 Financial Management Inc.

By:  

/s/ R. Bradley Forth

  Name:   R. Bradley Forth
  Title:  

Executive Vice President, Chief

Financial Officer and Secretary

 

5

Exhibit 10.9

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 8 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, 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 acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction it is). The undersigned shall be entitled to reimbursement from the Company for its reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account.

3. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation from the Company in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.


4. The undersigned agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

5. The undersigned agrees to waive any conversion rights with respect to any Founders’ Common Stock and Sponsors’ Common Stock it may hold in connection with any vote to amend the Company’s Amended and Restated Certificate of Incorporation.

6. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

7. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

8. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

 

2


(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

10. 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.

11. 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.

12. 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.

13. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

Bulldog Investors
/s/ Andrew Dakos
By: Andrew Dakos
Address:

 

3


Acknowledged and agreed:

 

HF2 Financial Management Inc.

By:  

/s/ R. Bradley Forth

  Name:   R. Bradley Forth
  Title:  

Executive Vice President, Chief

Financial Officer and Secretary

 

4

Exhibit 10.10

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 11 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the Burke Family Trust as a stockholder of the Company, 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 acknowledge and agree that with respect to any Target Business the Company seeks to acquire that is affiliated with any of the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. None of the undersigned nor any of their respective affiliates will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is). Each of the undersigned shall be entitled to reimbursement from the Company for his or its reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account. In addition, the Burke Family Trust will be entitled to repayment of the non-interest bearing loan made by it to the Company to cover offering expenses, in accordance with the terms of the Promissory Note, dated as of November 30, 2012 made by the Company in favor of the Burke Family Trust.


3. None of the undersigned nor any of their respective affiliates will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

4. The Burke Family Trust agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

5. The Burke Family Trust agrees not to convert IPO Shares purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

6. The Burke Family Trust agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and any IPO Shares it may hold in connection with any vote to amend the Company’s Amended and Restated Certificate of Incorporation.

7. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

8. T. Robert Burke agrees not to take any actions, directly or indirectly, that would cause the Burke Family Trust to breach this letter agreement.

9. T. Robert Burke’s biographical information furnished to the Company and the Representative and attached hereto as Exhibit A is true and accurate in all respects and does not omit any material information with respect to the undersigned’s background.

10. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

11. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

 

2


(b) “ Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

12. The undersigned acknowledge and understand that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

13. 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.

14. 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.

15. 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.

16. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the

 

3


liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

Burke Family Trust
/s/ T. Robert Burke

 

By: T. Robert Burke

 

Address:

 

/s/ T. Robert Burke

T. Robert Burke

 

Address:

 

4


Acknowledged and agreed:

 

HF2 Financial Management Inc.

By:  

/s/ R. Bradley Forth

  Name:   R. Bradley Forth
  Title:  

Executive Vice President, Chief

Financial Officer and Secretary

 

5


Exhibit A

T. Robert Burke . Mr. Burke is a Co-founder and Managing Director of Metropolitan Real Estate Equity Management, LLC and a member of its Investment Committee. Mr. Burke has co-founded two other successful real estate organizations (AMB Property Corporation, which merged with ProLogis in 2011, and Institutional Housing Partners, a leading homebuilding finance company) and has over 30 years of real estate experience. Prior to founding AMB, he was a senior real estate partner with the law firm of Morrison & Foerster and, for two years, served as that firm’s Managing Partner of Operations. In addition, he was a Trustee of Stanford University from 1996 to 2006 and has served on the investment committees of the Stanford Management Company, the Hewlett Foundation and the UCSF Foundation. He is also the former Chairman of the Board of Directors of the Pension Real Estate Association, and a former member of the Board of Governors of the National Association of Real Estate Investment Trusts. Mr. Burke graduated from Stanford University and holds a J.D. degree from Stanford Law School.

 

6

Exhibit 10.11

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 9 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, 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 acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is). The undersigned shall be entitled to reimbursement from the Company for its reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account. In addition, the undersigned will be entitled to repayment of the non-interest bearing loan made by it to the Company to cover offering expenses, in accordance with the terms of the Promissory Note, dated as of February 26, 2013.


3. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

4. The undersigned agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

5. The undersigned agrees not to convert any IPO Shares of Common Stock purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

6. The undersigned agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and any IPO Shares it may hold in connection with any vote to amend the Company’s Amended and Restated Certificate of Incorporation.

7. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

8. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

9. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

 

2


(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

10. 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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

11. 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.

12. 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.

13. 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.

14. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

[Remainder of page left intentionally blank.]

 

3


Dickinson Investments LLC
/s/ Daniel M. Dickinson
By: Daniel M. Dickinson
Address:

 

4


Acknowledged and agreed:

HF2 Financial Management Inc.

 

By:   /s/ R. Bradley Forth
  Name:   R. Bradley Forth
  Title:  

Executive Vice President, Chief

Financial Officer and Secretary

 

5

Exhibit 10.12

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 9 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, 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 acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is). The undersigned shall be entitled to reimbursement from the Company for its reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account. In addition, the undersigned will be entitled to repayment of the non-interest bearing loan made by it to the Company to cover offering expenses, in accordance with the terms of the Promissory Note, dated as of November 30, 2012.


3. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

4. The undersigned agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

5. The undersigned agrees not to convert any IPO Shares of Common Stock purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

6. The undersigned agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and any IPO Shares it may hold in connection with any vote to amend the Company’s Amended and Restated Certificate of Incorporation.

7. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

8. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

9. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

 

2


(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

10. 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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

11. 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.

12. 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.

13. 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.

14. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

Foote Family Trust
/s/ Sally H. Foote
By: Sally H. Foote, Trustee
Address:

 

3


Acknowledged and agreed:

 

HF2 Financial Management Inc.
By:   /s/ R. Bradley Forth
  Name:  R. Bradley Forth
 

Title:    Executive Vice President, Chief

             Financial Officer and Secretary

 

4

Exhibit 10.13

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 11 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon each of Healey Associate LLC and Healey Family Foundation (together, the Healey Entities ) as stockholders of the Company, 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 acknowledge and agree that with respect to any Target Business the Company seeks to acquire that is affiliated with any of the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. None of the undersigned nor any of their respective affiliates will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is). Each of the undersigned shall be entitled to reimbursement from the Company for his or its reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account. In addition, each of the Healey Entities will be entitled to repayment of the non-interest bearing loan made by it to the Company to cover offering expenses, in accordance with the terms of the Promissory Note, dated as of November 30, 2012 made by the Company in favor of the Healey Entities.


3. None of the undersigned nor any of their respective affiliates will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

4. Each of the Healey Entities agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

5. Each of the Healey Entities agrees not to convert IPO Shares purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

6. Each of the Healey Entities agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and any IPO Shares it may hold in connection with any vote to amend the Company’s Amended and Restated Certificate of Incorporation.

7. Each of 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

8. Each of Thomas J. Healey and John C. Hagerty agrees not to take any actions, directly or indirectly, that would cause either of the Healey Entities to breach this letter agreement.

9. Each of Thomas J. Healey and John C. Hagerty’s biographical information furnished to the Company and the Representative and attached hereto as Exhibit A-1 and A-2, respectively, is true and accurate in all respects and does not omit any material information with respect to the undersigned’s background.

10. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

11. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

 

2


(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

12. The undersigned acknowledge and understand that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

13. 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.

14. 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.

15. 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.

16. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the

 

3


liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

Healey Associates LLC
/s/ John C. Hagerty

By: John C. Hagerty

 

Address:

Healey Family Foundation
/s/ John C. Hagerty

By: John C. Hagerty, Trustee

 

Address:

/s/ Thomas J. Healey

Thomas J. Healey

 

Address:

/s/ John C. Hagerty

John C. Hagerty

 

Address:

 

4


Acknowledged and agreed:

 

HF2 Financial Management Inc.
By:   /s/ R. Bradley Forth
  Name:  R. Bradley Forth
 

Title:    Executive Vice President, Chief

             Financial Officer and Secretary

 

5


Exhibit A-1

Thomas J. Healey, CFA.  Mr. Healey is a founder of Healey Development, a private investment firm, a founder and partner of Prisma Capital Partners, an $8.0 billion fund of hedge funds, a founder of the FIA Timber Partners funds, a series of timberland investment funds with over $1.1 billion of capital commitments, and a founder and partner of Anthos Capital, a private equity firm focused on small-capitalization private equity. Mr. Healey is also co-chairman of the Investment Committee of Broad Hollow Partners LLC, a partnership formed to pursue principal investments in the investment management industry. Previously, Mr. Healey was a partner and managing director of Goldman, Sachs & Co. where he created the Real Estate Capital Markets and Pension Services groups, led institutional marketing for Goldman Sachs Asset Management and played a key role in product creation in the alternative asset space and sat on relevant investment committees. Mr. Healey also chaired Goldman Sachs’ own Pension Plan and served as CIO of the Central States Teamsters Pension Plan. Before joining Goldman Sachs, he was Assistant Secretary of the Treasury for Domestic Finance under former President Ronald Reagan. Prior to that, he was head of corporate finance at Dean Witter Reynolds. Mr. Healey received a B.A. from Georgetown University and an M.B.A. from Harvard Business School. Mr. Healey served on the Board of Trustees of the Rockefeller Foundation and Georgetown University. He chaired both institutions’ investment committees. He is also involved with several other non-profit institutions.

 

6


Exhibit A-2

John C. Hagerty.  Mr. Hagerty has been a partner of Healey Development since 2005 and has been focused on Healey Development’s expansion both in its existing business though FIA Timber Partners as well as a range of additional private investment activities, including Anthos Capital, of which he is a founder and partner. Mr. Hagerty is also a partner of Broad Hollow Partners LLC. Previously, Mr. Hagerty spent nearly 20 years in investment banking with Salomon Brothers and Merrill Lynch. At Salomon Brothers, he headed the High Yield Syndicate desk. At Merrill Lynch, Mr. Hagerty headed the High Yield Capital Markets desk and also oversaw Loan Capital Markets and the Private Placement Group and sat on relevant investment committees. Mr. Hagerty received a B.A. from Williams College. Mr. Hagerty serves on the Board of Trustees of the Peck School.

 

7

Exhibit 10.14

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 9 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, 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 acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is). The undersigned shall be entitled to reimbursement from the Company for its reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account. In addition, the undersigned will be entitled to repayment of the non-interest bearing loan made by it to the Company to cover offering expenses, in accordance with the terms of the Promissory Note, dated as of February 26, 2013.


3. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

4. The undersigned agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

5. The undersigned agrees not to convert any IPO Shares of Common Stock purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

6. The undersigned agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and any IPO Shares it may hold in connection with any vote to amend the Company’s Amended and Restated Certificate of Incorporation.

7. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

8. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

9. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

 

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(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

10. 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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

11. 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.

12. 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.

13. 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.

14. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

/s/ Jeffrey J. Hodgman

Jeffrey J. Hodgman

 

Address:

 

3


Acknowledged and agreed:

HF2 Financial Management Inc.

 

By:  

/s/ R. Bradley Forth

  Name:   R. Bradley Forth
  Title:  

Executive Vice President, Chief

Financial Officer and Secretary

 

4

Exhibit 10.15

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 9 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, 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 acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is). The undersigned shall be entitled to reimbursement from the Company for its reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account. In addition, the undersigned will be entitled to repayment of the non-interest bearing loan made by it to the Company to cover offering expenses, in accordance with the terms of the Promissory Note, dated as of February 26, 2013.


3. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

4. The undersigned agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

5. The undersigned agrees not to convert any IPO Shares of Common Stock purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

6. The undersigned agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and any IPO Shares it may hold in connection with any vote to amend the Company’s Amended and Restated Certificate of Incorporation.

7. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

8. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

9. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

 

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(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

10. 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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

11. 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.

12. 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.

13. 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.

14. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

/s/ Ramnarain Jaigobind

Ramnarain Jaigobind

 

Address:

 

3


Acknowledged and agreed:

HF2 Financial Management Inc.

By:  

/s/ R. Bradley Forth

  Name:   R. Bradley Forth
  Title:  

Executive Vice President, Chief

Financial Officer and Secretary

 

4

Exhibit 10.16

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 9 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, 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 acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is). The undersigned shall be entitled to reimbursement from the Company for its reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account. In addition, the undersigned will be entitled to repayment of the non-interest bearing loan made by it to the Company to cover offering expenses, in accordance with the terms of the Promissory Note, dated as of February 26, 2013.


3. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

4. The undersigned agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

5. The undersigned agrees not to convert any IPO Shares of Common Stock purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

6. The undersigned agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and any IPO Shares it may hold in connection with any vote to amend the Company’s Amended and Restated Certificate of Incorporation.

7. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

8. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

9. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

 

2


(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

10. 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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

11. 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.

12. 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.

13. 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.

14. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

/s/ Thomas Maheras

Thomas Maheras

 

Address:

 

3


Acknowledged and agreed:

HF2 Financial Management Inc.

By:   /s/ R. Bradley Forth
  Name:   R. Bradley Forth
  Title:  

Executive Vice President, Chief

Financial Officer and Secretary

 

4

Exhibit 10.17

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 9 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, 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 acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is). The undersigned shall be entitled to reimbursement from the Company for its reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account. In addition, the undersigned will be entitled to repayment of the non-interest bearing loan made by it to the Company to cover offering expenses, in accordance with the terms of the Promissory Note, dated as of February 26, 2013.


3. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

4. The undersigned agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

5. The undersigned agrees not to convert any IPO Shares of Common Stock purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

6. The undersigned agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and any IPO Shares it may hold in connection with any vote to amend the Company’s Amended and Restated Certificate of Incorporation.

7. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

8. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

9. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

 

2


(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

10. 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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

11. 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.

12. 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.

13. 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.

14. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

[Remainder of page left intentionally blank.]

 

3


NAR Special Global, LLC
/s/ Neil Ramsey

By: Neil Ramsey

 

Address:

 

4


Acknowledged and agreed:

HF2 Financial Management Inc.

By:   /s/ R. Bradley Forth
  Name:   R. Bradley Forth
  Title:  

Executive Vice President, Chief

Financial Officer and Secretary

 

5

Exhibit 10.18

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ”) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ”) . Certain capitalized terms used herein are defined in paragraph 11 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon Parsifal Partners B, LP as a stockholder of the Company, 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 acknowledge and agree that with respect to any Target Business the Company seeks to acquire that is affiliated with any of the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. None of the undersigned nor any of their respective affiliates will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is). Each of the undersigned shall be entitled to reimbursement from the Company for his or its reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account. In addition, Parsifal Partners B, LP will be entitled to repayment of the non-interest bearing loan made by it to the Company to cover offering expenses, in accordance with the terms of the Promissory Note, dated as of November 30, 2012 made by the Company in favor of Parsifal Partners B, LP.


3. None of the undersigned nor any of their respective affiliates will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

4. Parsifal Partners B, LP agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

5. Parsifal Partners B, LP agrees not to convert IPO Shares purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

6. Parsifal Partners B, LP agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and any IPO Shares it may hold in connection with any vote to amend the Company’s Amended and Restated Certificate of Incorporation.

7. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

8. Kenneth L. Rilander agrees not to take any actions, directly or indirectly, that would cause Parsifal Partners B, LP to breach this letter agreement.

9. Kenneth L. Rilander’s biographical information furnished to the Company and the Representative and attached hereto as Exhibit A is true and accurate in all respects and does not omit any material information with respect to the undersigned’s background.

10. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ”) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

11. As used herein:

(a) “Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ”) , whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

 

2


(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

12. The undersigned acknowledge and understand that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

13. 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.

14. 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.

15. 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.

16. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the

 

3


liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

Parsifal Partners B, LP
/s/ Kenneth L. Rilander

By: Kenneth L. Rilander

 

Address:

 

/s/ Kenneth L. Rilander

Kenneth L. Rilander

 

Address:

 

4


Acknowledged and agreed:

HF2 Financial Management Inc.

By:   /s/ R. Bradley Forth
  Name:   R. Bradley Forth
  Title:  

Executive Vice President, Chief

Financial Officer and Secretary

 

5


Exhibit A

Kenneth L. Rilander . Mr. Rilander is the Founder of and has served as Chief Executive of BasicValue Asset Management Inc., since 1995. Mr. Rilander has more than 30 years of Wall Street experience. Previously, Mr. Rilander served as a Managing Director and the Group Head of Financial Institutions Investment Banking at PaineWebber Incorporated. At Paine Webber, he was a member of both the Operating Committee of the Investment Banking Division and the Underwriting Commitment Committee, and a member of the Board of Directors of the company. Mr. Rilander earned his M.B.A (Finance) from the Wharton School at the University of Pennsylvania.

 

6

Exhibit 10.19

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 9 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, 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 acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is). The undersigned shall be entitled to reimbursement from the Company for its reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account. In addition, the undersigned will be entitled to repayment of the non-interest bearing loan made by it to the Company to cover offering expenses, in accordance with the terms of the Promissory Note, dated as of February 26, 2013.


3. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

4. The undersigned agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

5. The undersigned agrees not to convert any IPO Shares of Common Stock purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

6. The undersigned agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and any IPO Shares it may hold in connection with any vote to amend the Company’s Amended and Restated Certificate of Incorporation.

7. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

8. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

9. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

 

2


(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

10. 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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

11. 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.

12. 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.

13. 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.

14. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

/s/ Paul D. Schaeffer

Paul D. Schaeffer

 

Address:

 

3


Acknowledged and agreed:

HF2 Financial Management Inc.

By:  

/s/ R. Bradley Forth

  Name:   R. Bradley Forth
  Title:  

Executive Vice President, Chief

Financial Officer and Secretary

 

4

Exhibit 10.20

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 9 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, 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 acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is). The undersigned shall be entitled to reimbursement from the Company for its reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account. In addition, the undersigned will be entitled to repayment of the non-interest bearing loan made by it to the Company to cover offering expenses, in accordance with the terms of the Promissory Note, dated as of February 26, 2013.


3. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

4. The undersigned agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

5. The undersigned agrees not to convert any IPO Shares of Common Stock purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

6. The undersigned agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and any IPO Shares it may hold in connection with any vote to amend the Company’s Amended and Restated Certificate of Incorporation.

7. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

8. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

9. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

 

2


(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

10. 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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

11. 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.

12. 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.

13. 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.

14. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

[Remainder of page left intentionally blank.]

 

3


  SC-NGU LLC

/s/ Ronnie Lott

By: Ronnie Lott, Managing Member
Address:

 

4


Acknowledged and agreed:
HF2 Financial Management Inc.
By:   /s/ R. Bradley Forth
  Name:   R. Bradley Forth
  Title:   Executive Vice President, Chief Financial Officer and Secretary

 

5

Exhibit 10.21

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 9 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, 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 acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is). The undersigned shall be entitled to reimbursement from the Company for its reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account. In addition, the undersigned will be entitled to repayment of the non-interest bearing loan made by it to the Company to cover offering expenses, in accordance with the terms of the Promissory Note, dated as of February 26, 2013.


3. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

4. The undersigned agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

5. The undersigned agrees not to convert any IPO Shares of Common Stock purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

6. The undersigned agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and any IPO Shares it may hold in connection with any vote to amend the Company’s Amended and Restated Certificate of Incorporation.

7. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

8. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

9. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

 

2


(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

10. 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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

11. 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.

12. 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.

13. 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.

14. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

/s/ Daniel T. Smythe

Daniel T. Smythe

 

Address:

 

3


Acknowledged and agreed:
HF2 Financial Management Inc.
By:   /s/ R. Bradley Forth
  Name:   R. Bradley Forth
  Title:   Executive Vice President, Chief Financial Officer and Secretary

 

4

Exhibit 10.22

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 8 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, 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 acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is). The undersigned shall be entitled to reimbursement from the Company for its reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account.

3. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation from the Company in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.


4. The undersigned agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

5. The undersigned agrees to waive any conversion rights with respect to any Founders’ Common Stock and Sponsors’ Common Stock it may hold in connection with any vote to amend the Company’s Amended and Restated Certificate of Incorporation.

6. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

7. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

8. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

 

2


(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

10. 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.

11. 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.

12. 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.

13. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

White Sand Investor Group, LP
/s/ Owen Donnelley
By: Owen Donnelley
Address:

 

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Acknowledged and agreed:

HF2 Financial Management Inc.

By:   /s/ R. Bradley Forth
  Name:   R. Bradley Forth
  Title:  

Executive Vice President, Chief

Financial Officer and Secretary

 

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Exhibit 10.23

March 21, 2013

HF2 Financial Management Inc.

999 18th Street, Suite 3000

Denver, Colorado 80202

 

  Re: Initial Public Offering

Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement ) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the Company ), and EarlyBirdCapital, Inc., as Representative (the Representative ) of the several Underwriters named in Schedule I thereto (the Underwriters ), relating to an underwritten initial public offering (the IPO ) of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock ). Certain capitalized terms used herein are defined in paragraph 10 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, 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 acknowledges and agrees that with respect to any Target Business the Company seeks to acquire that is affiliated with the undersigned or any other Insider, the Company will be required to obtain (i) a fairness opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority that the Initial Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view and (ii) approval of a majority of the Company’s disinterested and independent directors (if the Company as any at that time).

2. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination (regardless of the type of transaction that it is). The undersigned shall be entitled to reimbursement from the Company for its reasonable out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination; provided, however, that unless and until the consummation of an Initial Business Combination such out-of-pocket expenses may be reimbursed only using funds held outside of the Trust Account and interest income on the Trust Account. In addition, the undersigned will be entitled to repayment of the non-interest bearing loan made by it to the Company to cover offering expenses, in accordance with the terms of the Promissory Note, dated as of November 30, 2012.


3. Neither the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any affiliate of the undersigned originates an Initial Business Combination.

4. The undersigned agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.

5. The undersigned agrees not to convert any IPO Shares purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.

6. The undersigned agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and any IPO Shares it may hold in connection with any vote to amend the Company’s Amended and Restated Certificate of Incorporation.

7. 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 assets of the Company as a result of any liquidation of the Trust Account with respect to any shares of Founders’ Common Stock or Sponsors’ Common Stock held by the undersigned.

8. The undersigned’s biographical information furnished to the Company and the Representative and attached hereto as Exhibit A is true and accurate in all respects and does not omit any material information with respect to the undersigned’s background.

9. 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 undersigned hereby (a) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a Proceeding ) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (b) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

10. As used herein:

(a) Initial Business Combination shall mean the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities ( Target Business or Target Businesses ), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

(b) Insiders shall mean all officers, directors and stockholders of the Company immediately prior to the IPO;

 

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(c) Founders’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

(d) IPO Shares shall mean the shares of Common Stock issued in the Company’s IPO;

(e) Prospectus shall mean the final prospectus relating to the IPO; and

(f) Sponsors’ Common Stock shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of $10.00 per share;

(g) Trust Account shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

11. 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 IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

12. 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.

13. 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.

14. 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.

15. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (a) the consummation of an Initial Business Combination and (b) the liquidation of the Company; provided , that such termination shall not relieve the undersigned from liability from any breach of this letter agreement prior to its termination.

 

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/s/ Randall S. Yanker
Randall S. Yanker
Address:

 

4


Acknowledged and agreed:

HF2 Financial Management Inc.

By:   /s/ R. Bradley Forth
  Name:   R. Bradley Forth
  Title:  

Executive Vice President, Chief

Financial Officer and Secretary

 

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Exhibit A

Randall S. Yanker . Mr. Yanker has more than 29 years of trading, investment management and business development experience with various investment banks including Salomon Brothers, Swiss Bank Corporation and Lehman Brothers. Mr. Yanker is a co-founder and senior partner of Alternative Asset Managers LP, or AAM, a private investment boutique focused on advising institutions on alternative asset management. Mr. Yanker founded AAM in 2004 to develop strategic investments in emerging alternative asset managers. Prior to founding AAM, Mr. Yanker was the chief executive officer of Lehman Brothers Alternative Investment Management and was responsible for developing the operation from its initial stages to becoming a global hedge fund platform. Before joining Lehman in 2002, Mr. Yanker co-founded a private investment boutique focused on investments in early-stage managers, development of new investment products and the valuation of general partnership interests in hedge funds. Prior to founding that private investment boutique, Mr. Yanker was a managing director of Swiss Bank Corp., or SBC, (now part of UBS Financial Services Inc.), where he founded and managed SBC’s alternative asset management business from initial concept in 1992 until 1998. At SBC, he built a global hedge fund platform for both single strategy hedge funds and a fund of hedge funds business with primary offices in New York, London and Tokyo. Mr. Yanker is a graduate of Harvard College (1983) with a degree in Economics and is a Trustee of The New School University.

 

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Exhibit 99.1

HF2 FINANCIAL MANAGEMENT INC.

COMPLETES INITIAL PUBLIC OFFERING

 

 

DENVER, COLORADO, March 27, 2013 – HF2 Financial Management Inc. (NASDAQ: HTWO) (the “Company”) announced today that it has completed its initial public offering of 15,300,000 shares of Class A Common Stock (the “Public Shares”). The shares were sold at an offering price of $10.00 per share, generating gross proceeds of $153,000,000 to the Company. In addition, the Company has granted the underwriters a 45-day over-allotment option to purchase up to an additional 2,295,000 shares. EarlyBirdCapital, Inc. and Sandler O’Neill + Partners, L.P. acted as joint book running managers of the initial public offering. Copies of the final prospectus relating to the offering may be obtained for free by visiting the U.S. Securities and Exchange Commission website at http://www.sec.gov. Alternatively, a copy of the prospectus relating to the offering may be obtained from EarlyBirdCapital, Inc., 275 Madison Avenue, 27th Floor, New York, New York 10016 or from Sandler O’Neill + Partners, L.P., 1251 Avenue of the Americas, 6th Floor, New York, New York 10020.

The Company has deposited $160,650,000 (including $14,148,750 of proceeds from the sale of 1,414,875 shares of Class A Common Stock to the Company’s sponsors in a private placement), or $10.50 per Public Share, into a trust account maintained by Continental Stock Transfer & Trust Company acting as the trustee. The funds will not be released from the trust account except under certain limited circumstances as described in the prospectus relating to the offering.

Audited financial statements as of March 27, 2013 reflecting receipt of the proceeds upon the consummation of the initial public offering will be issued by the Company and included as Exhibit 99.1 to a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission.

HF2 Financial Management Inc. is a newly formed blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination. The Company’s efforts to identify an initial prospective target business will not be limited to any particular industry or geographic region, although the Company intends to focus its search on companies operating in the financial services industry.

A registration statement relating to the Public Shares was filed and declared effective by the Securities and Exchange Commission on March 21, 2013. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

All questions and inquiries for further information should be directed to Richard S. Foote, President and Chief Executive Officer of the Company. He can be reached via telephone at 212-207-1012.

Forward Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of the Company’s management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements.