0001144204-15-010111 Sample Contracts

LOCK-UP AGREEMENT
Lock-Up Agreement • February 17th, 2015 • d.Quant Special Opportunities Fund, LP • Investment advice • New York

This Lock-Up Agreement (the “Agreement”) is made as of this 29th day of January, 2015 by and among dQuant Special Opportunities Fund, LP, a Delaware Limited Partnership (“Buyer”) and Randall S. Yanker (the “Sponsor”), on behalf of the founding stockholders of HF2 Financial Management Inc. as a group.

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JOINT FILING AGREEMENT
Joint Filing Agreement • February 17th, 2015 • d.Quant Special Opportunities Fund, LP • Investment advice

Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial ownership in shares of Class A common stock, $0.0001 par value per share, of HF2 Financial Management Inc. Each Party hereto agrees that the Schedule 13D, dated February 17, 2015, relating to such beneficial ownership, is filed on behalf of each of them.

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