15,300,000 Shares of Class A Common Stock HF2 FINANCIAL MANAGEMENT INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 26th, 2013 • Hf2 Financial Management Inc. • Blank checks • New York
HF2 Financial Management Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative, with such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2013 • Hf2 Financial Management Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2013, is by and among HF2 Financial Management Inc., a Delaware corporation (the “Company”), the undersigned parties listed under the heading “Investors” on the signature pages hereto or who may become a party to this Agreement as an “Investor” after the date hereof (each, an “Investor” and collectively, the “Investors”) and EarlyBirdCapital, Inc. (“EBC”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 26th, 2013 • Hf2 Financial Management Inc. • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT, (this “Agreement”), dated as of ___________, 2013, is by and between HF2 Financial Management Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EARLYBIRDCAPITAL, INC. SANDLER O’NEILL + PARTNERS, L.P. New York, New York 10016 New York, New York 10020Hf2 Financial Management Inc. • February 26th, 2013 • Blank checks • New York
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”):
ContractTrust Agreement • February 26th, 2013 • Hf2 Financial Management Inc. • Blank checks • Delaware
This TRUST AGREEMENT relating to HF2 CLASS B TRUST, dated as of February 22, 2013 is by and among R. BRUCE CAMERON, as Depositor, WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as Trustee, and HF2 FINANCIAL MANAGEMENT INC., a Delaware corporation.
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 26th, 2013 • Hf2 Financial Management Inc. • Blank checks • New York
THIS STOCK ESCROW AGREEMENT (“Agreement”), dated as of , 2013, is by and among HF2 Financial Management Inc., a Delaware corporation (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”), and each of Broad Hollow Investors, LLC, Bulldog Investors, Burke Family Trust, Foote Family Trust, Healey Associates LLC, Healey Family Foundation, PanMar Capital llc, Parsifal Partners B, LP, R. Bradley Forth, Randall S. Yanker, White Sand Investor Group, LP, NAR Special Global, LLC, Thomas Maheras, Daniel T. Smythe, Ramnarain Jaigobind, Paul Schaeffer, Dickinson Investments LLC, SC-NGU LLC, Jeff Hodgman, Robert H. Zerbst and Joseph C. Canavan (collectively, the “Initial Stockholders”).
HF2 Financial Management Inc. Denver, Colorado 80202 Re: Initial Public Offering of HF2 Financial Management Inc. Ladies and Gentlemen:Hf2 Financial Management Inc. • February 26th, 2013 • Blank checks
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 Underwriters named in Schedule I thereto (together with the Representative, collectively 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 3 hereof.
ESCROW AGREEMENTEscrow Agreement • February 26th, 2013 • Hf2 Financial Management Inc. • Blank checks • New York
This Escrow Agreement, dated as of , (this “Agreement”), is by and among HF2 Financial Management Inc., a Delaware corporation (the “Company”), each of the parties set forth on the signature page hereto under the heading “Initial Stockholders” (collectively, the “Initial Stockholders” and each an “Initial Stockholder”) and Bingham McCutchen LLP, a Massachusetts limited liability partnership (the “Escrow Agent”).
