EX-10.5



 Exhibit 10.5 
 PROMISSORY NOTE 
  

			
	$        	  	As of November 30, 2012      

 HF2 Financial Management Inc. (“Maker”) promises to pay to the order of
             (“Payee”) the principal sum of              Dollars
($            ) in lawful money of the United States of America, on the terms and conditions described below. 
 1. Principal. The principal balance of this Promissory Note (this “Note”) shall be repayable on the earliest of (i) November 29, 2013, (ii) the date upon
which Maker consummates an initial public offering of its securities and (iii) the date on which Maker determines to not proceed with an initial public offering of its securities. 

2. Interest. No interest shall accrue on the unpaid principal balance of this Note. 

3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any
sum due under this Note, including (without limitation) reasonable attorneys’ fees, second to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note. 

4. Events of Default. The following shall constitute “Events of Default”: 

(a) Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days
following the date when due. 
 (b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under the
Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession
by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker
generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. 
 (c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker in an involuntary case under the Federal Bankruptcy
Code, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any
substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days. 







 5. Remedies. 

(a) Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this
Note to be due and payable, whereupon the principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. 
 (b) Upon
the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases
without any action on the part of Payee. 
 6. Waivers. Maker and all endorsers and guarantors of, and sureties for, this
Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that
might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay
of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon
any such writ in whole or in part in any order desired by Payee. 
 7. Unconditional Liability. Maker hereby waives all
notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be
affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with
respect to the payment or other provisions of this Note, and agree that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder. 







 8. Notices. Any notice called for hereunder shall be deemed properly given if
(i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by facsimile, or
(v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section: 
 If to Maker: 
 HF2 Financial Management Inc. 

999 18th Street, Suite 3000 
 Denver, CO 80202 
 Facsimile: (646) 224-8222 

If to Payee: 

Facsimile:                     

 Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile
transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi) two (2) Business Days
following tender of delivery or dispatch by express mail or delivery service. 
 9. Construction. This Note shall be
construed and enforced in accordance with the laws of the State of New York, without regard to any conflict of law principles. 

10. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. 
 IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this
Note to be duly executed on the day and year first above written. 
  

			
	HF2 FINANCIAL MANAGEMENT INC.
		
	By:	 	  

	Name:	 	R. Bradley Forth
	Title:	 	Chief Financial Officer









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

					
	 Payee
	  	Note
Amount	 
	 Broad Hollow Investors LLC
	  	$	17,361.52	  
	 Broad Hollow LLC
	  	$	4,006.53	  
	 Healey Associates LLC
	  	$	16,003.56	  
	 Healey Family Foundation
	  	$	16,003.56	  
	 Randall S. Yanker
	  	$	64,572.81	  
	 Burke Family Trust
	  	$	16,026.01	  
	 Parsifal Partners B, LP
	  	$	13,354.99	  
	 PanMar Capital llc
	  	$	2,671.02	  
	 NAR Special Global, LLC
	  	$	34,938.13	  
	 Thomas Maheras
	  	$	5,823.02	  
	 Daniel T. Smythe
	  	$	4,658.42	  
	 Ramnarain Jaigobind
	  	$	2,911.51	  
	 Paul D. Schaeffer
	  	$	1,164.60	  
	 Dickinson Investments LLC
	  	$	582.30	  
	 SC-NGU LLC
	  	$	582.30	  
	 Jeffrey J. Hodgman
	  	$	1,164.60	  
	 Robert H. Zerbst
	  	$	1,030.62	  
	 Joseph C. Canavan
	  	$	3,091.87