EX-10.8



 Exhibit 10.8 

November 30, 2012 
 HF2 Financial Management Inc. 
 999 18th Street, Suite 3000 

Denver, Colorado 80202 
 Gentlemen: 

HF2 Financial Management Inc. (the “Corporation”), a blank check company formed for the purpose of acquiring control of
one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering
(“IPO”). 

                     (the
“Capital Partner”) hereby commits to purchase an aggregate of              shares (“Founders’ Shares”) of the Class A common stock, par value
$0.0001 per share (“Common Stock”), of the Corporation for an aggregate purchase price and total consideration of $            , which amount is being delivered to the
Corporation simultaneously with the execution of this letter. The Capital Partner acknowledges and agrees that if the underwriters in the IPO determine the size of the offering should be increased or decreased, and the board of directors of the
Corporation so agrees, the Capital Partner will (i) in the case of an increase, purchase additional shares of Common Stock at a price per share equal to the per share price paid by the Capital Partner for the Founders’ Share and
(ii) in the case of a decrease, sell a portion of the Founders’ Shares to the Corporation at cost to be held in treasury or retired, as determined by the Corporation, in order to maintain the ownership of the Corporation’s initial
stockholders at a certain percentage of the number of shares to be sold in the IPO, as determined by the board of directors of the Corporation. Any increase or decrease will be allocated 19.6% to the Insider Subgroup (as defined below) and 80.4% to
all Insider Holders (as defined below), including the Insider Subgroup, in each case on a pro rata basis (based on the number of Sponsors’ Shares held by such Insider Holder, as compared to the aggregate number of Sponsors’ Shares held by
the Insider Subgroup or the Insider Holders (including the Insider Subgroup), as the case may be). 
 The Capital Partner
further commits to purchase an aggregate of              shares (“Sponsors’ Shares”) of Common Stock at $10.00 per Sponsor Share, for an aggregate purchase price of
$            . Within three (3) days after the Company’s request therefor, the Capital Partner will cause such purchase price to be delivered to a non-interest bearing account
designated by Bingham McCutchen LLP (the “Escrow Agent”), by wire transfer, as set forth in the Escrow Agreement attached hereto as Exhibit A, to hold until the Corporation consummates the IPO. The Capital Partner
acknowledges and agrees that if the underwriters in the IPO determine that additional Sponsor Shares must be purchased in order to consummate the IPO based on market conditions at that time, and if the board of directors of the Corporation so
agrees, the Capital Partner will purchase a proportionate number of additional Sponsor Shares, pro rata with the other holders of Sponsor Shares at the same price as the initial purchase of Sponsor Shares, provided such number of additional
Sponsors’ Shares shall not exceed 13% of the number of Sponsors’ Shares set forth above without consent of the Capital Partner. If additional purchases are necessary, the Capital Partner agrees that it will deliver the purchase price for
such additional Sponsor Shares to the Escrow Agent as promptly as is reasonably practicable following written notice of such decision. If the Capital Partner does not purchase all or any portion of such additional Sponsor Shares and breaches the
purchase obligations set forth above, the other purchasers of shares of capital stock identical to the Sponsor Shares (the “Equivalent Shares”) 

  
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will have the ability, but not the obligation, to satisfy the Capital Partner’s purchase obligation (and if they do, then the Capital Partner will sell, at the original cost, the
Founders’ Shares held by the Capital Partner to the other purchasers of Equivalent Shares who satisfy the Capital Partner’s purchase obligation). 
 The purchase and issuance of the Sponsors’ Shares shall occur simultaneously with the consummation of the IPO. Simultaneously with the consummation of the IPO, the Escrow Agent shall deposit the
purchase price for the Sponsors’ Shares, without interest or deduction, into the trust account (the “Trust Account”) established by the Corporation for the benefit of the Corporation’s public stockholders as described in
the Corporation’s registration statement filed in connection with the IPO (“Registration Statement”). 

As used herein, the terms “Insider Holders”, “Independent Directors” and “Insider Subgroup” shall have the
meanings set forth in the Table of Capital Partners attached hereto as Exhibit B. 
 The Capital Partner acknowledges and
agrees: 
  

	 	•	 	 that a portion of the Founders’ Shares will be subject to forfeiture to the extent that the underwriters do not exercise their over-allotment
option in the IPO in full, with 19.6% of such forfeiture allocated to the Insider Subgroup and 80.4% of such forfeiture allocated to all Insider Holders, including the Insider Subgroup, in each case on a pro rata basis (based on the number of
Sponsors’ Shares held by the Capital Partner as compared to the aggregate number of Sponsors’ Shares held by the Insider Subgroup or the Insider Holders (including the Insider Subgroup), as the case may be); 



 

	 	•	 	 to vote the Founders’ Shares and Sponsors’ Shares in favor of any proposed Business Combination recommended to public stockholders by the
board of directors of the Corporation; 


  

	 	•	 	 not to convert any Founders’ Shares or Sponsors’ Shares in connection with any vote to approve a proposed Business Combination, and not to
sell any Founders’ Shares or Sponsors’ Shares pursuant to a tender offer by the Company in connection with a proposed Business Combination 


  

	 	•	 	 that the Founders’ Shares will be placed in escrow and will not be released until one year after the completion of a Business Combination (subject
to certain exceptions set forth below) or earlier if, subsequent to a Business Combination (1) with respect to 50% of the Founders’ Shares, the last sales price of the Corporation’s Common Stock equals or exceeds $12.50 per share (as
adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after completion of a Business Combination and, with respect to the remaining 50% of the
Founders’ Shares, the last sales price of the Corporation’s Common Stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any
30-trading day period commencing after completion of a Business Combination or (2) the Corporation consummates a liquidation, merger, 



  
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stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of Common Stock for cash, securities or other property; provided,
however, that if the underwriters for the IPO recommend changes in the conditions for the release of the Founders’ Shares and the Corporation accepts such recommendations, then the conditions for such release may be modified with respect to all
Founders’ Shares; and provided further, however, that the Founders’ Shares may be transferred during the period in which they are held in escrow (i) to other holders of Founders’ Shares and to officers, directors and employees of
the Company and, if the Capital Partner is an entity, as a distribution to partners, members or stockholders of the Capital Partner upon the liquidation and dissolution of the Capital Partner, (ii) by bona fide gift to a member of the Capital
Partner’s immediate family or to a trust, the beneficiary of which is the Capital Partner or a member of the Capital Partner’s immediate family for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon
death of the Capital Partner, (iv) pursuant to a qualified domestic relations order, or (v) by private sales made in connection with a Business Combination at prices no greater than the price at which the Founders’ Shares were
originally purchased, in each case on the condition that such transfers may be implemented only upon the respective transferee’s written agreement to be bound by the transfer restrictions set forth herein; 



 

	 	•	 	 that the Sponsor Shares will not be transferable until 30 days after the completion of a Business Combination; provided, however, that if the
underwriters for the IPO recommend changes in the conditions for the release of the Sponsors’ Shares and the Corporation accepts such recommendations, then the conditions for such release may be modified with respect to all Sponsors’
Shares; and provided further, however, that the Sponsors’ Shares may be transferred prior to the date that is 30 days after the completion of a Business Combination (i) to other holders of Sponsors’ Shares and to officers, directors
and employees of the Company and, if the Capital Partner is an entity, as a distribution to partners, members or stockholders of the Capital Partner upon the liquidation and dissolution of the Capital Partner, (ii) by bona fide gift to a member
of the Capital Partner’s immediate family or to a trust, the beneficiary of which is the Capital Partner or a member of the Capital Partner’s immediate family for estate planning purposes, (iii) by virtue of the laws of descent and
distribution upon death of the Capital Partner, (iv) pursuant to a qualified domestic relations order, or (v) by private sales made in connection with a Business Combination at prices no greater than the price at which the Founders’
Shares were originally purchased, in each case on the condition that such transfers may be implemented only upon the respective transferee’s written agreement to be bound by the transfer restrictions set forth herein;



  

	 	•	 	 that the Founders’ Shares and Sponsor Shares will be subject to customary registration rights, which shall be described in the Registration
Statement; 



  
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	 	•	 	 that the Capital Partner will not participate in any liquidation distribution with respect to the Founders’ Shares or Sponsors’ Shares (but
will participate in liquidation distributions with respect to any additional shares purchased by the Capital Partner in the IPO or in the open market) if the Corporation fails to consummate a Business Combination; 



 

	 	•	 	 that the Founders’ Shares and Sponsor Shares will include any additional terms or restrictions as is customary in other similarly structured blank
check company offerings or as may be reasonably required by the underwriters in the IPO and agreed upon by the board of directors of the Corporation in order to consummate the IPO, each of which will be set forth in the Registration Statement;



  

	 	•	 	 that if, in the determination of the board of directors of the Corporation, in order to consummate any Business Combination, the holders of
Founders’ Shares or Sponsors’ Shares are required to contribute back to the capital of the Corporation a portion of any such securities to be cancelled by the Corporation, the Capital Partner will contribute back to the capital of the
Corporation as follows: (i) with respect to the Founders’ Shares, any decrease will affect first, the Insider Holders with 19.6% of the decrease allocated to the Insider Subgroup and 80.4% of the decrease allocated to all Insider Holders,
including the Insider Subgroup, in each case on a pro rata basis (based on the number of Sponsors’ Shares held by such Insider Holder, as compared to the aggregate number of Sponsors’ Shares held by the Insider Subgroup or the Insider
Holders (including the Insider Subgroup), as the case may be) until the ratio of Founders’ Shares to Sponsors’ Shares held by the Independent Directors is 1 to 1, and second, all holders of Founders’ Shares on a pro rata basis (based
on the number of Sponsors’ Shares held by a holder as compared to the total number of Sponsors’ Shares held by all holders of Sponsors’ Shares) and (ii) with respect to the Sponsors’ Shares, a proportionate number of
Sponsors’ Shares pro rata with the other holders of Sponsors’ Shares; 


  

	 	•	 	 that the Capital Partner will lend to the Corporation an amount equal to $            
pursuant to the terms set forth in the Form of Promissory Note attached hereto as Exhibit C, which will be used to pay a portion of the expenses of the IPO; 



 

	 	•	 	 that, if the remaining funds held by the Company outside of the Trust Account are insufficient to fund the legal and administrative expenses directly
associated with the Corporation’s liquidation in the event it fails to consummate a Business Combination (such amount currently anticipated to be no more than $15,000), the Capital Partner agrees to pay its pro rata share (based on the number
of Sponsors’ Shares held by the Capital Partner as compared to the aggregate number of Sponsors’ Shares held by the Insider Holders) of the funds necessary to complete such liquidation and not to seek repayment therefor; and



  

	 	•	 	 that it will execute agreements for purposes of effectuating the arrangements described herein prior to the consummation of the IPO as are reasonably
requested by the Corporation, including but not limited to (i) an insider letter, (ii) an escrow agreement and (iii) a registration rights agreement that are identical in all material respects to those executed by the other holders of
Founders’ Shares and Sponsors’ Shares. 



  
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 The Capital Partner hereby represents and warrants that: 

 

	 	•	 	 it has been advised that the Founders’ Shares and Sponsors’ Shares have not been registered under the Securities Act;



  

	 	•	 	 it is acquiring the Founders’ Shares and Sponsors’ Shares for his/her/its account for investment purposes only; 



 

	 	•	 	 it has no present intention of selling or otherwise disposing of the Founders’ Shares and Sponsors’ Shares in violation of the securities
laws of the United States; 


  

	 	•	 	 it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act; 



 

	 	•	 	 it has had both the opportunity to ask questions and receive answers from the officers and directors of the Corporation and all persons acting on its
behalf concerning the terms and conditions of the offer made hereunder; 


  

	 	•	 	 it is familiar with the proposed business, management, financial condition and affairs of the Corporation; 



 

	 	•	 	 it has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein; and



  

	 	•	 	 if it is a corporation, limited liability company or limited partnership, it is duly organized, validly existing and in good standing under the laws of
its jurisdiction of organization or formation. 


 This letter agreement (i) has been duly and validly
authorized, executed and delivered by the Capital Partner and is the legal, valid and binding obligation of the Capital Partner enforceable against it in accordance with its terms and (ii) will be governed by, and construed and interpreted in
accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that state, without giving effect to any conflicts of laws provisions. 

This letter agreement may be executed in two or more counterparts (including by facsimile or other electronic means), each of which shall
be deemed to constitute an original, but all of which together shall be deemed to constitute the same letter agreement. 

[Signature page to follow] 

  
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	Very truly yours,
	
	[Capital Partner]
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Accepted and Agreed:
	
	HF2 FINANCIAL MANAGEMENT INC.
		
	By:	 	  

		 	Name: R. Bradley Forth
		 	Title: Chief Financial Officer
		
	Date:	 	  



  
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 Exhibit A 

Escrow Agreement 
 See attached. 







 Exhibit B 

TABLE OF CAPITAL PARTNERS 
  

	
	
	Insider Holders
	
	 Broad Hollow Investors LLC

	 Broad Hollow LLC and Foote Family Trust, severally and not jointly

	 Healey Associates LLC

	 Healey Family Foundation

	 Randall S. Yanker

	 Burke Family Trust

	 Parsifal Partners B, LP

	 PanMar Capital llc

	 Foote Family Trust

	 R. Bradley Forth

	
	Independent Directors
	
	 Broad Hollow Investors LLC

	 Broad Hollow LLC and Foote Family Trust, severally and not jointly

	 Healey Associates LLC

	 Healey Family Foundation

	 Randall S. Yanker

	 Burke Family Trust

	 Parsifal Partners B, LP

	 PanMar Capital llc

	
	Insider Subgroup
	
	 Foote Family Trust

	 R. Bradley Forth









 Exhibit C 

Form of Promissory Note 
 See attached. 







 This schedule is provided in accordance with Instruction 2 to Item 601 of Regulation S-K to accompany
this form of Subscription Agreement. 
  

													
	 Capital Partner
	  	Number of Founders’
Shares	 	  	Aggregate
Amount Paid
for all
Founders’
Shares	 	  	Sponsors’ Shares (at
$10.00/share)	 
	 Broad Hollow Investors LLC
	  	 	382,656	  	  	$	2,248.27	  	  	 	143,844	  
	 Broad Hollow LLC
	  	 	0	  	  	$	0	  	  	 	33,195	  
	 Sally H. Foote
	  	 	571,881	  	  	$	3,360.05	  	  	 	0	  
	 Healey Associates LLC
	  	 	352,726	  	  	$	2,072.42	  	  	 	132,593	  
	 Healey Family Foundation
	  	 	352,726	  	  	$	2,072.42	  	  	 	132,593	  
	 Randall S. Yanker
	  	 	1,423,216	  	  	$	8,362.03	  	  	 	535,000	  
	 Burke Family Trust
	  	 	353,221	  	  	$	2,075.33	  	  	 	132,779	  
	 Parsifal Partners B, LP
	  	 	294,350	  	  	$	1,729.44	  	  	 	110,649	  
	 PanMar Capital llc
	  	 	58,871	  	  	$	58,871	  	  	 	22,130	  
	 R. Bradley Forth
	  	 	322,383	  	  	$	1,894.14	  	  	 	0	  
	 NAR Special Global, LLC
	  	 	796,973	  	  	$	4,682.57	  	  	 	300,077	  
	 Thomas Maheras
	  	 	132,829	  	  	$	780.43	  	  	 	50,013	  
	 Daniel T. Smythe
	  	 	106,263	  	  	$	624.34	  	  	 	40,010	  
	 Ramnarain Jaigobind
	  	 	66,414	  	  	$	390.21	  	  	 	25,006	  
	 Paul D. Schaeffer
	  	 	26,566	  	  	$	156.09	  	  	 	10,003	  
	 Dickinson Investments LLC
	  	 	13,283	  	  	$	78.04	  	  	 	5,001	  
	 SC-NGU LLC
	  	 	13,283	  	  	$	78.04	  	  	 	5,001	  
	 Jeffrey J. Hodgman
	  	 	26,566	  	  	$	156.09	  	  	 	10,003	  
	 Robert H. Zerbst
	  	 	23,510	  	  	$	138.13	  	  	 	8,852	  
	 Joseph C. Canavan
	  	 	70,529	  	  	$	414.39	  	  	 	26,555