EX-10.6



 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 

  
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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/ Robert H. Zerbst
	 Robert H. Zerbst
  

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 
 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. 

  
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