March 21, 2013
Exhibit 10.13
March 21, 2013
000 00xx Xxxxxx, Xxxxx 0000
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 11 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 each of Xxxxxx Associate LLC and Xxxxxx Family Foundation (together, the “Xxxxxx Entities”) as stockholders 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 acknowledge and agree that with respect to any Target Business the Company seeks to acquire that is affiliated with any of 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. None of the undersigned nor any of their respective affiliates 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). Each of the undersigned shall be entitled to reimbursement from the Company for his or its 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, each of the Xxxxxx Entities 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 November 30, 2012 made by the Company in favor of the Xxxxxx Entities.
3. None of the undersigned nor any of their respective affiliates 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.
4. Each of the Xxxxxx Entities agrees to vote any IPO Shares held by it in favor of any proposed Initial Business Combination.
5. Each of the Xxxxxx Entities agrees not to convert IPO Shares purchased in or after the IPO in connection with a stockholder vote to approve an Initial Business Combination.
6. Each of the Xxxxxx Entities agrees to waive any conversion rights with respect to any Founders’ Common Stock, Sponsors’ Common Stock and any IPO Shares it may hold in connection with any vote to amend the Company’s Amended and Restated Certificate of Incorporation.
7. Each of 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.
8. Each of Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxxx agrees not to take any actions, directly or indirectly, that would cause either of the Xxxxxx Entities to breach this letter agreement.
9. Each of Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxxx’x biographical information furnished to the Company and the Representative and attached hereto as Exhibit A-1 and A-2, respectively, is true and accurate in all respects and does not omit any material information with respect to the undersigned’s background.
10. 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.
11. 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;
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(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
(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.
12. The undersigned acknowledge and understand 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.
13. 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.
14. 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.
15. 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.
16. 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
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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.
| Xxxxxx Associates LLC |
| /s/ Xxxx X. Xxxxxxx |
| By: Xxxx X. Xxxxxxx
Address: |
| Xxxxxx Family Foundation |
| /s/ Xxxx X. Xxxxxxx |
| By: Xxxx X. Xxxxxxx, Trustee
Address: |
| /s/ Xxxxxx X. Xxxxxx |
| Xxxxxx X. Xxxxxx
Address: |
| /s/ Xxxx X. Xxxxxxx |
| Xxxx X. Xxxxxxx
Address: |
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Acknowledged and agreed:
| HF2 Financial Management Inc. | ||
| By: | /s/ X. Xxxxxxx Forth | |
| Name: X. Xxxxxxx Forth | ||
| Title: Executive Vice President, Chief Financial Officer and Secretary | ||
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Exhibit A-1
Xxxxxx X. Xxxxxx, CFA. Xx. Xxxxxx is a founder of Xxxxxx Development, a private investment firm, a founder and partner of Prisma Capital Partners, an $8.0 billion fund of hedge funds, a founder of the FIA Timber Partners funds, a series of timberland investment funds with over $1.1 billion of capital commitments, and a founder and partner of Anthos Capital, a private equity firm focused on small-capitalization private equity. Xx. Xxxxxx is also co-chairman of the Investment Committee of Broad Hollow Partners LLC, a partnership formed to pursue principal investments in the investment management industry. Previously, Xx. Xxxxxx was a partner and managing director of Xxxxxxx, Xxxxx & Co. where he created the Real Estate Capital Markets and Pension Services groups, led institutional marketing for Xxxxxxx Xxxxx Asset Management and played a key role in product creation in the alternative asset space and sat on relevant investment committees. Xx. Xxxxxx also chaired Xxxxxxx Xxxxx’ own Pension Plan and served as CIO of the Central States Teamsters Pension Plan. Before joining Xxxxxxx Xxxxx, he was Assistant Secretary of the Treasury for Domestic Finance under former President Xxxxxx Xxxxxx. Prior to that, he was head of corporate finance at Xxxx Xxxxxx Xxxxxxxx. Xx. Xxxxxx received a B.A. from Georgetown University and an M.B.A. from Harvard Business School. Xx. Xxxxxx served on the Board of Trustees of the Rockefeller Foundation and Georgetown University. He chaired both institutions’ investment committees. He is also involved with several other non-profit institutions.
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Exhibit A-2
Xxxx X. Xxxxxxx. Xx. Xxxxxxx has been a partner of Xxxxxx Development since 2005 and has been focused on Xxxxxx Development’s expansion both in its existing business though FIA Timber Partners as well as a range of additional private investment activities, including Anthos Capital, of which he is a founder and partner. Xx. Xxxxxxx is also a partner of Broad Hollow Partners LLC. Previously, Xx. Xxxxxxx spent nearly 20 years in investment banking with Salomon Brothers and Xxxxxxx Xxxxx. At Xxxxxxx Xxxxxxxx, he headed the High Yield Syndicate desk. At Xxxxxxx Xxxxx, Xx. Xxxxxxx headed the High Yield Capital Markets desk and also oversaw Loan Capital Markets and the Private Placement Group and sat on relevant investment committees. Xx. Xxxxxxx received a B.A. from Xxxxxxxx College. Xx. Xxxxxxx serves on the Board of Trustees of the Xxxx School.
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