EX-10.2



 Exhibit 10.2 
 INVESTMENT MANAGEMENT TRUST AGREEMENT 
 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”).

 WHEREAS, the Company’s registration statement on Form S-1, No. 333-186264 (the “Registration
Statement”) for its initial public offering of Class A common stock, par value $.0001 per share (“Class A Common Stock” and such offering the “IPO”) has been declared effective as of the date hereof
(“Effective Date”) by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); 

WHEREAS, EarlyBirdCapital, Inc. (“EBC”) is acting as the representative of the underwriters in the IPO; 

WHEREAS, (i) simultaneously with the IPO, the Company’s initial stockholders will be purchasing an aggregate of 1,414,875
shares from the Company for an aggregate purchase price of $14,148,750 and (ii) if the over-allotment option is exercised, the Company’s initial Stockholders will purchase additional shares of Class A Common Stock (up to a maximum of
183,525 Shares) at a price of $10.00 per share of Class A Common Stock (items (i) and (ii) together the “Sponsors’ Shares”); 
 WHEREAS, the aggregate purchase price for the Sponsors’ Shares will be placed into escrow with Bingham McCutchen LLP (“Bingham”), counsel to the Company; 

WHEREAS, as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of
Incorporation, $160,650,000 of the gross proceeds of the IPO and sale of the Sponsors’ Shares ($184,747,500 if the underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee (with the proceeds from the sales
of the Sponsor’s Shares to be delivered to the Trustee from Bingham) to be deposited and held in a trust account for the benefit of the Company and the holders of the Company’s Class A Common Stock issued in the IPO as hereinafter
provided (the amount to be delivered to the Trustee will be referred to herein as the “Property”; the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and
the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); 
 WHEREAS,
pursuant to the terms of a Merger and Acquisition Agreement entered into between the Company, EBC and Sandler O’Neill & Partners, L.P. (“Sandler”) in connection with the IPO, EBC and Sandler are entitled to a fee (the
“Investment Bank Fee”) equal to 4% of the gross proceeds of the IPO in connection with the Company’s initial business combination as described in the Registration Statement (“Initial Business Combination”),
which Investment Banking Fee is to be paid upon closing of such Initial Business Combination from the Trust Account (defined below); and 
 WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property. 







 NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 

 

	1.	Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: 


(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account in the
United States (“Trust Account”) established by the Trustee at JPMorgan Chase Bank, N.A. and at UBS Financial Services Inc. or another brokerage institution selected by the Trustee that is satisfactory to the Company; 

(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; 

(c) In a timely manner, upon the instruction of the Company, invest and reinvest the Property (i) in United States government
treasury bills having a maturity of 180 days or less and/or (ii) in money market funds meeting certain (c)(2), (c)(3), (c)(4) and (c)(5) conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, as determined
by Company that invest solely in U.S. treasury securities; 
 (d) Collect and receive, when due, all principal and income arising
from the Property, which shall become part of the “Property,” as such term is used herein; 
 (e) Notify the Company of
all communications received by it with respect to any Property requiring action by the Company; 
 (f) Supply any necessary
information or documents as may be requested by the Company in connection with the Company’s preparation of its tax returns; 
 (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so; 

(h) Render to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and
disbursements of the Trust Account; and 
 (i) Commence liquidation of the Trust Account only after and promptly after receipt
of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive Officer,
Chairman of the Board or Chief Financial Officer and Secretary and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter
(which, in the case of Exhibit A, must include instructions to pay the Investment Banking Fee from the Property on closing of the Initial Business Combination) and the other documents referred to therein; provided, however, that in the event that a
Termination Letter has not been received by the Trustee by the 24-month anniversary of the Effective Date (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter
attached as Exhibit B hereto and distributed to the stockholders of record as of the Last Date. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances. 

  
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	2.	Limited Distributions of Income from Trust Account. 

 (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company the amount
of interest income earned on the Trust Account requested by the Company to cover any income, franchise or other tax obligation owed by the Company. 
 (b) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company the amount
of interest income earned on the Trust Account requested by the Company to cover expenses related to investigating and selecting a target business and other working capital requirements; provided, however, that the Company will not be allowed to
withdraw interest income earned on the Trust Account unless it certifies to the Trustee that the Company has reserved a sufficient amount of income to pay the Company’s tax obligations on such interest income or otherwise then due at that time.
It is understood that the Trustee’s only obligation under this paragraph is to receive the Company’s certification in a form substantially similar to the attached Exhibit D that it has reserved sufficient funds for the payment of income
taxes. 
 (c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on
the Property. Except as provided in Section 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. 

 

	3.	Agreements and Covenants of the Company. The Company hereby agrees and covenants to: 


(a) Give all instructions to the Trustee hereunder in writing and, except as provided for in Section 1(i), signed by the
Company’s Chairman of the Board, Chief Executive Officer or Chief Financial Officer. In addition, except with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in
relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in
writing; 
 (b) Subject to the provisions of Section 6 of this Agreement, hold the Trustee harmless and indemnify the
Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee
involving any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for
expenses and losses resulting from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee
intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim, provided, that the 

  
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Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified
Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; 
 (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a), 2(b) and 2(c) as set forth on Schedule A hereto, which
fees shall be subject to modification by agreement of the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee shall be deducted by the
Trustee from the disbursements made to the Company pursuant to Sections 1(i) solely in connection with the consummation of a Business Combination, or pursuant to Section 2(b). The Company shall pay the Trustee the initial acceptance fee and
first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustees shall refund to the Company the annual fee (on a pro rata basis) with respect to any period after the liquidation of the Trust
Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 3(c) and as may be provided in Section 3(b) hereof (it being expressly understood that the Property shall not be
used to make any payments to the Trustee under such Sections); 
 (d) In connection with any vote of the Company’s
stockholders regarding an Initial Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying the vote of the Company’s
stockholders regarding such Initial Business Combination; and 
 (e) The Company shall provide EBC with a copy of any Termination
Letters and/or any other correspondence that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance; and 
 (f) In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not direct the Trustee to make any
payments that are not specifically authorized by this Agreement. 
  

	4.	Limitations of Liability. The Trustee shall have no responsibility or liability to: 


(a) Take any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no
liability to any party except for liability arising out of its own gross negligence or willful misconduct; 
 (b) Institute any
proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as
provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; 
 (c) Change the investment of any Property, other than in compliance with paragraph 1(c); 

  
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 (d) Refund any depreciation in principal of any Property; 

(e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; 
 (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment,
except for its gross negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement,
instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee,
in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof,
unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; 

(g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by
the Company or any other action taken by it is as contemplated by the Registration Statement; 
 (h) File local, state and/or
Federal tax returns or information returns with any taxing authority on behalf of the Trust Account or payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the
Property; and 
 (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be
used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof). 

 

	5.	Termination. This Agreement shall terminate as follows: 

 (a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee during which time the
Trustee shall act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall
transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that, in the event that the Company does not locate a successor trustee within ninety days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New
York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or 

  
 5 








 (b) At such time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of paragraph 1(i) hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Paragraph 3(b). 

 

	6.	No Right of Set-Off. The Trustee waives any right of set-off or any right, title, interest or claim of any kind that the Trustee may have against the Property
held in the Trust Account. In the event the Trustee has a claim against the Company under this Agreement, including, without limitation, under Section 3(b), the Trustee will pursue such claim solely against the Company and not against the
Property held in the Trust Account. 

  

	7.	Miscellaneous. 

 (a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such information, or of any change in its authorized
personnel. In executing funds transfers, the Trustee will rely upon all information supplied to it by the Company, including account names, account numbers and all other identifying information relating to a beneficiary, beneficiary’s bank or
intermediary bank. The Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the wire. 
 (b) This 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. It may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument received from the
Company. 
 (c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject
matter hereof. Except for Section 1(i) (which may not be amended under any circumstances) and Section 3(e) and 3(f) and the Company’s obligation to pay the Investment Banking Fee upon the closing of an Initial Business Combination
from the Trust Account (which may not be changed, amended or modified without the prior written consent of EBC), this Agreement or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto. As to
any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury. The Trustee may require from Company counsel written advice as to the propriety of any proposed amendment. 

(d) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder. 

  
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 (e) Any notice, consent or request to be given in connection with any of the terms or
provisions of this 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 by electronic mail or facsimile transmission: 

if to the Trustee, to: 
 Continental Stock Transfer & Trust Company 
 17 Battery
Place 
 New York, New York 10004 

Attn: Steven G. Nelson, Chairman, and Frank A. DiPaolo, CFO 

Fax No.: (212) 509-5150 
 Email: fdipaolo@continentalstock.com 
 if to the Company, to: 

HF2 Financial Management Inc. 
 999 Eighteenth Street, Suite 3000 
 Denver, Colorado 80202

 Attn: Richard S. Foote, President and Chief Executive Officer 

Fax No.: (646) 224-8222 
 Email: rfoote@berkcap.com 
 in either case with a copy to: 

EarlyBirdCapital, Inc. 
 275 Madison Avenue, 27th Floor 
 New York, New York 10016

 Attn: Steven Levine, Managing Director 

Fax No.: (212) 661-4936 
 Email: slevine@ebcap.com 
 and: 

Graubard Miller 
 The Chrysler Building 
 405 Lexington Avenue 

New York, New York 10174 
 Attn: David Alan Miller, Esq. 
 Fax No.: (212) 818-8881

 Email: dmiller@graubard.com 

and: 
 Bingham McCutchen LLP 
 399 Park Avenue 

New York, New York 10022 

  
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 Attn: Floyd I. Wittlin, Esq. 

Fax No. (212) 702-3625 
 Email: floyd.wittlin@bingham.com 
 (f) This Agreement may not be assigned by the
Trustee without the prior consent of the Company. 
 (g) Each of the Trustee and the Company hereby represents that it has the
full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. 
 (h) Each of the Company and the Trustee hereby acknowledge that EBC is a third party beneficiary of this Agreement. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust
Agreement as of the date first written above. 
  

			
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	HF2 FINANCIAL MANAGEMENT INC.
		
	By:	 	 
		 	Name:
		 	Title:









 SCHEDULE A 
  

					
	 Fee Item
	 	 Time and method of payment
	 	 Amount

			
	 Initial acceptance fee
	 	 Initial closing of IPO by wire transfer
	 	$5,000
			
	 Annual fee
	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$10,000
			
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	$250
			
	Paying Agent services as required pursuant to section 1(i) and 2(c)	 	Billed to Company upon delivery of service pursuant to section 1(i) and 2(c)	 	Prevailing rates








 EXHIBIT A 
 [Letterhead of Company] 
 [Insert date] 

Continental Stock Transfer 
 & Trust Company

 17 Battery Place 
 New York, New York
10004 
 Attn: [Steven Nelson and Frank DiPaolo] 
 Re: Trust Account No.
                -                 Termination Letter 

Gentlemen: 
 Pursuant to
paragraph 1(i) of the Investment Management Trust Agreement between HF2 Financial Management Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2013
(“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with
Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”).
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. 
 In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at UBS Financial Services Inc. to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. 

On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has
been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held
and (b) written instructions with respect to the transfer of the funds held in the Trust Account, including payment of the Investment Banking Fee from the Trust Account (“Instruction Letter”). You are hereby directed and
authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the
Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same, and the Company shall direct you as to whether such funds should remain in the Trust Account to be distributed after the
Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated and the Trust Account closed. 







 In the event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and the Company has not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. 

 

			
	 Very truly yours,

 

	HF2 FINANCIAL MANAGEMENT INC.
		
	By:	 	 
		 	Richard S. Foote, Chief Executive Officer


  
  

			
		
	By:	 	 
		 	R. Bradley Forth, Secretary


 cc: EarlyBirdCapital, Inc. 







 EXHIBIT B 
 [Letterhead of Company] 
 [Insert date] 

Continental Stock Transfer 
 & Trust Company

 17 Battery Place 
 New York, New York
10004 
 Attn: [Steven Nelson and Frank DiPaolo] 
 Re: Trust Account No.                 -
                 Termination Letter 
 Gentlemen:

 Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between HF2 Financial Management Inc.
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a
Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. 

In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on
______________ and to transfer the total proceeds to the Trust Account at UBS Financial Services Inc. to await distribution to the stockholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the
stockholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Company’s Public Stockholders in
accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.








 
			
	 Very truly yours,

 

	HF2 FINANCIAL MANAGEMENT INC.
		
	By:	 	 
		 	Richard S. Foote, Chief Executive Officer


  

			
		
	By:	 	 
		 	R. Bradley Forth, Secretary


 cc: EarlyBirdCapital, Inc. 







 EXHIBIT C 
 [Letterhead of Company] 
 [Insert date] 

Continental Stock Transfer 
 & Trust Company

 17 Battery Place 
 New York, New York
10004 
 Attn: [Frank Di Paolo and Cynthia Jordan] 
 Re: Trust Account No. 
 Gentlemen: 

Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between HF2 Financial Management Inc. (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned
on the Property as of the date hereof. The Company needs such funds to pay its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the Company’s operating account at: 
 [WIRE INSTRUCTION INFORMATION] 

 

			
	 Very truly yours,

 

	HF2 FINANCIAL MANAGEMENT INC.
		
	By:	 	 
		 	Richard S. Foote, Chief Executive Officer


  

			
		
	By:	 	 
		 	R. Bradley Forth, Secretary


 cc: EarlyBirdCapital, Inc. 







 EXHIBIT D 
 [Letterhead of Company] 
 [Insert date] 

Continental Stock Transfer 
 & Trust Company

 17 Battery Place 
 New York, New York
10004 
 Attn: [Frank Di Paolo and Cynthia Jordan] 
 Re: Trust Account No. 
 Gentlemen: 

Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between HF2 Financial Management Inc. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income
earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. Pursuant to paragraph 2(c), we hereby certify that the
Company has reserved funds sufficient to meet its income tax obligations; and accordingly, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
account at: 
 [WIRE INSTRUCTION INFORMATION] 

 

			
	 Very truly yours,

 

	HF2 FINANCIAL MANAGEMENT INC.
		
	By:	 	 
		 	Richard S. Foote, Chief Executive Officer


  

			
		
	By:	 	 
		 	R. Bradley Forth, Secretary


 cc: EarlyBirdCapital, Inc.