SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 1)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information that would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D (as previously filed, the “Existing Schedule 13D,” and as amended hereby, this “Schedule 13D”) filed with the Securities and Exchange Commission on February 17, 2015 by d.Quant Special Opportunities Fund, LP (“SpecOps”) and Neil Ramsey (“Ramsey,” and together with SpecOps, the “Reporting Persons”) with respect to ownership of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of HF2 Financial Management Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein which are not defined herein have the meanings given to them in the Existing Schedule 13D. Except as set forth below, the disclosure in the Existing Schedule 13D remains unchanged. Only those items amended or supplemented are reported herein.

The percentage of beneficial ownership reflected in this Schedule 13D is based upon 23,592,150 shares of Class A Common Stock outstanding as of February 11, 2015, as set forth in the Issuer’s Annual Report on Form 10-K filed on February 12, 2015.

Item 3. Sources of Funds.

Item 3 of the Existing Schedule 13D is amended and supplemented as follows:

Since February 17, 2015, the date of filing of the Existing Schedule 13D, SpecOps made the following purchases of Class A Common Stock (the “Additional Purchased Shares”) in the public markets:

SpecOps used its working capital to fund the purchase of such shares.

On March 4, 2015, Ramsey entered into an incentive fee agreement (the “Incentive Fee Agreement”) with ZAIS, under which ZAIS has agreed to pay Ramsey, within five business days from, and conditioned on, the closing of the Issuer’s initial business combination with ZAIS (as described in the Existing Schedule 13D), an incentive fee of $3.4 million if Ramsey causes NAR and/or SpecOps to purchase, from stockholders who have tendered their shares of Class A Common Stock for redemption, such number of shares of Class A Common Stock as is necessary to meet the closing condition that there be at least $65 million in the Issuer’s trust account after giving effect to redemptions and the Issuer’s aggregate costs, fees and expenses incurred in connection with or pursuant to the consummation of the initial business combination (other than certain notes to the Issuer’s financial advisers). As a result of the purchases by SpecOps described herein, SpecOps has purchased the number of shares of Class A Common Stock required under the Incentive Fee Agreement.

On March 4, 2015, Ramsey, through RQSI Ltd, an entity controlled by Ramsey, also entered into a two-year consulting agreement (the “Consulting Agreement”) with ZAIS, under the terms of which, among other things, Ramsey will provide consulting services to ZAIS, its senior management team and ZAIS Group, LLC, a wholly owned subsidiary of ZAIS, as requested by ZAIS’s managing member, from time to time during the 24-month period beginning on, and subject to, the closing of the initial business combination. Ramsey may not compete against ZAIS during the term of the Consulting Agreement, and for two years following its termination. In consideration for his undertakings under the Consulting Agreement, ZAIS will pay Ramsey a consulting fee of $500,000 per annum payable in monthly installments. ZAIS may terminate the Consulting Agreement for cause, as defined in the Consulting Agreement.

The payment by ZAIS to Ramsey of the incentive fee described above and of the amounts due under the Consulting Agreement could be viewed as effectively reducing the per share cost to SpecOps for the Class A Common Stock.

Item 4. Purpose of Transaction.

Item 4 of the Existing Schedule 13D is amended and supplemented as follows:

SpecOps purchased the Additional Purchased Shares from other holders of the Class A Common Stock who had indicated a desire to redeem their shares in connection with the Issuer’s initial business combination with ZAIS. SpecOps will not seek to redeem the Purchased Shares in connection with the special meeting being held to approve the initial business combination. The Additional Purchased Shares will be subject to the Lock-Up Agreement between SpecOps and the sponsors of the Issuer (as described in the Existing Schedule 13D).

On March 4, 2015, SpecOps and certain other investors entered into an allocation agreement (the “Allocation Agreement”) with the sponsors of the Issuer. Pursuant to the Allocation Agreement, as a result of the purchases by SpecOps described herein, the sponsors will sell 3,504,284 of the Founders’ Shares, including 759,861 of the Founders’ Shares presently held by NAR, to SpecOps for $0.005875 per share, upon the closing of the Issuer’s initial business combination with ZAIS. NAR granted an irrevocable power of attorney, which is coupled with an interest, to R. Bruce Cameron, the Issuer’s Chairman and Chief Executive Officer, with respect to its Founders’ Shares for the purposes of the allocation and transfer of such shares. The Allocation Agreement supersedes the arrangement between NAR and the sponsors (as described in the Existing Schedule 13D) to sell 483,346 of the Founders’ Shares to NAR or another affiliate of Ramsey for $0.005875 per share upon the closing of the initial business combination. Accordingly, if the initial business combination with ZAIS closes, (i) SpecOps will acquire beneficial ownership of an additional 3,504,284 shares of Class A Common Stock pursuant to the Allocation Agreement, (ii) NAR will acquire beneficial ownership over 1,135,973 shares of Class A Common Stock upon the lapse of Randall S. Yanker’s voting and dispositive control over such shares (as described in the Existing Schedule 13D), but will transfer beneficial ownership of 759,861 shares of Class A Common Stock to SpecOps pursuant to the Allocation Agreement, for a net increase of 376,112 shares of Class A Common Stock, and (iii) Ramsey, as the general partner of SpecOps and the managing member of NAR, may be deemed to acquire beneficial ownership of an additional 3,880,396 shares of Class A Common Stock, representing the aggregate net increase in beneficial ownership of NAR and SpecOps.

The Founders’ Shares, including the shares held or to be acquired by SpecOps and NAR, are held in an escrow account pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Issuer, the holders of the Founders’ Shares and Continental Stock Transfer & Trust Company, as escrow agent. Subject to certain limited exceptions, the Founders’ Shares will not be transferred, assigned, sold or released from escrow until one year after the date of the consummation of the initial business combination or earlier if, subsequent to the initial business combination (1) with respect to 50% of the Founders’ Shares, the last sales price of the Class A 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 the initial business combination and, with respect to the remaining 50% of the Founders’ Shares, the last sales price of the Class A 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 the initial business combination or (2) the Issuer consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Issuer’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Existing Schedule 13D is amended and supplemented as follows:

Each of the Reporting Persons is the beneficial owner of 5,714,311 shares of the Class A Common Stock, or approximately 24.2% of the Issuer’s outstanding Class A Common Stock. Each of the Reporting Persons has sole voting and dispositive power over such shares.

Since February 17, 2015, the date of filing of the Existing Schedule 13D, the Reporting Persons effected the transactions described under Item 3 above and such description is incorporated by reference herein.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Existing Schedule 13D is amended and supplemented as follows:

The disclosure relating to the Incentive Fee Agreement, the Consulting Agreement, the Allocation Agreement and the Escrow Agreement set forth under Items 3 and 4 is incorporated herein by reference.

Item 7. Material to be filed as Exhibits.

Item 7 of the Existing Schedule 13D is amended and supplemented as follows:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated March 9, 2015

Exhibit 99.3

INCENTIVE FEE AGREEMENT

This Incentive Fee Agreement (this “Agreement”) is entered into on March 4, 2015 by and between ZAIS Group Parent, LLC (“ZGP”) and Neil Ramsey (“Ramsey”).

WHEREAS, HF2 Financial Management, Inc. (“HF2”) has entered into that certain Investment Agreement, dated as of September 16, 2014, as amended by the First Amendment to the Investment Agreement dated as of October 31, 2014, and the Second Amendment to the Investment Agreement dated as of March 3, 2015 (as amended, the “Investment Agreement”) by and among HF2, ZGP and members of ZGP, pursuant to which the Company will acquire a majority of the Class A Units of ZGP (the “Business Combination”); and

WHEREAS, Ramsey, through NAR Special Global, LLC and dQuant Special Opportunities Fund, LP (the “Ramsey Investors”), beneficially owns a 10.1% interest in the Class A Common Stock of the Company; and

WHEREAS, it is a condition to the completion of the Business Combination that the Trust Account (as defined in the Investment Agreement) established by HF2 at the time of its initial public offering have available at least $65 million to deliver to ZGP, after giving effect to redemptions and Expense Payments (as defined in the Investment Agreement); and

WHEREAS, as of the initial deadline for notices of redemption by HF2 stockholders, the number of shares tendered for redemption would have reduced the Trust Account below the amount required to meet the closing condition in the Investment Agreement;

WHEREAS, to enable HF2 to meet the condition to closing that at least $65 million be available in the Trust Account, Ramsey has indicated a willingness to cause the Ramsey Investors to make additional investments in the Class A Common Stock of HF2 through purchases of such Class A Common Stock in open market or privately negotiated transactions (with other holders of the Company’s Class A Common Stock who have indicated a desire to redeem their Class A Common Stock) prior to the closing of the Business Combination, after which Ramsey will beneficially own 24.2% of the Company’s Class A Common Stock (the “Required Additional Purchases”) but to date Ramsey has not committed to such course of action; and

WHEREAS, to incentivize Ramsey to commit to cause the Required Additional Purchases to be made so as to enable HF2 to meet the closing condition in the Investment Agreement, ZGP is willing to pay Ramsey the Incentive Fee (defined below) under the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual undertakings and premises herein contained, the parties hereto hereby agree as follows:

1. Incentive Fee. Provided the Required Additional Purchases are made, ZGP shall pay Ramsey three million four hundred thousand dollars ($3,400,000) (the “Incentive Fee”) within five (5) business days following the Closing (as defined in the Investment Agreement). Payment of the Incentive Fee is conditioned on the Closing of the Business Combination. If the Closing of the Business Combination does not occur, then this Agreement shall be null and void.

2. Other Matters.

(a) This Agreement contains the complete and entire understanding and agreement between the parties and supersedes any previous communications, representations or agreements, verbal or written, related to the subject matter of this Agreement. This Agreement may only be amended by a writing signed by the party to be charged or its successor(s) in interest.

(b) This Agreement shall be binding upon and shall inure to the benefit of the parties, their respective heirs, executors, administrators and assigns.

(c) This Agreement shall not be modified or amended except by a written instrument signed by the parties hereto.

(d) This Agreement may not be assigned without the written consent of the other party.

(e) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

(f) Each of the parties hereto agrees that it shall hereafter execute and deliver such additional instruments and undertake such additional acts as may be required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof.

(g) This Agreement may be signed in counterparts by the parties. Each counterpart, when executed and delivered, shall be considered a complete and original instrument and it shall not be necessary to produce or account for any other counterpart when making proof of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the date first written above.

ZAIS GROUP PARENT, LLC

RAMSEY

Exhibit 99.4

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is entered into as of March 4, 2015 by and between ZAIS Group Parent, LLC (the “Company” or “ZGP”) and RQSI Ltd (“RQSI”).

WHEREAS, HF2 Financial Management Inc. (“HF2”) has entered into that certain Investment Agreement, dated as of September 16, 2014, as amended by the First Amendment to the Investment Agreement dated as of October 31, 2014, and the Second Amendment to the Investment Agreement dated as of March 4, 2015 (as amended, the “Investment Agreement”) by and among the Company, HF2 and members of ZGP, pursuant to which HF2 will acquire a majority of the Class A Units of ZGP (the “Business Combination”); and

WHEREAS, Mr. Neil Ramsey (“Ramsey”) (a principal of RQSI), through NAR Special Global, LLC and dQuant Special Opportunities Fund, LP, beneficially owns a 10.1% interest in the Class A Common Stock of the Company; and

WHEREAS, the Company wishes to engage RQSI as a consultant to the Company, its managing member (“Managing Member”), its senior management team, and its wholly owned operating subsidiary ZAIS Group, LLC (the Company, its Managing Member, its senior management team, and ZAIS Group, LLC are collectively referred to herein as “ZAIS”) to consult with ZAIS on all aspects of its mortgage and collateralized loan obligation business (“Business”).

NOW, THEREFORE, in consideration of the mutual undertakings and premises herein contained, the parties hereto hereby agree as follows immediately following the Effective Date (as defined below):

1. Effective Date. The Effective Date of this Agreement shall be immediately following the Closing of the Business Combination as such term is defined in the Investment Agreement. If the Closing does not occur under the terms of the Investment Agreement, this Agreement shall be null and void and shall automatically terminate without the requirement of any further action by the parties.

2. Consulting Services. RQSI shall provide consulting services to ZAIS as requested by the Managing Member from time to time during the twenty-four month period beginning on the Effective Date, subject to earlier termination as provided under Section 6 below (the “Term”). Ramsey shall be the primary individual providing consulting services regarding matters involving the Company’s Business as reasonably requested from time to time by the Managing Member. Ramsey shall devote so much of his productive time, ability and attention as is necessary or appropriate to perform consulting services as requested or assigned by the Managing Member, and may use others under his supervision at this discretion. RQSI shall have the discretion to determine the location and times of rendering consulting services as well as the method of accomplishing such services. If RQSI determines, with the Company’s consent, that its duties and responsibilities may require Ramsey or others to travel on business to the extent reasonably necessary or appropriate to fully perform the duties and responsibilities under this Agreement, RQSI shall be compensated for its actual out-of-pocket expenses. Ramsey or RQSI may render consulting services to other parties relating to the Business during the Term only after providing advance written disclosure to the Board. Ramsey and RQSI shall offer the Company an opportunity to participate in business opportunities that are from time to time presented to him and his affiliates if the opportunity relates to the Business. Such consulting services will be provided on a best efforts basis and, subject to Section 6, the fee will be due regardless of the actual performance of the Company.

3. Compensation. Irrespective of whether there has been a request for RQSI’s services for any given month, the Company shall pay RQSI $41,666.67 a month during the Term in arrears. In the event that the Term expires, or is terminated for Cause, during the middle of a month, the monthly consulting fee shall be paid pro rata based on the number of days RQSI has provided services under this Agreement. The foregoing amounts shall be RQSI’s sole compensation for all consulting services rendered to the Company under this Agreement.

4. Confidential Information

(a) Over the Term of this Agreement, RQSI and its “Representatives” (as defined below) may have access to, and become familiar with, Confidential Information of the Company (as hereinafter defined). RQSI shall at all times hereinafter maintain in the strictest confidence all such Confidential Information and shall not divulge any Confidential Information to any person, firm or corporation without the Board’s prior written consent. As used herein, “Confidential Information” means proprietary and confidential information concerning ZAIS and /or its subsidiaries or affiliates, regardless of the form in which it is maintained and whether prepared by ZAIS or otherwise, together with analyses, compilations, studies or other documents prepared by RQSI or its “Representatives” which contain such information, including without limitation information on ZAIS’s business, financial condition, results of operations, performance, funds, fund structures, fund assets and liabilities, fund performance, clients, investors, prospects, plans, strategies, employees (including without limitation compensation information), intellectual property, technology, assets and liabilities. All information delivered by ZAIS to RQSI pursuant to this Confidentiality Agreement shall be presumed to be Confidential Information other than any information that (i) was publicly available prior to the date of this agreement or thereafter becomes publicly available without any violation of this agreement on the part of RQSI or any of its Representatives or (ii) was available to RQSI on a non-confidential basis prior to its disclosure to RQSI or its Representatives by ZAIS or (iii) becomes available to RQSI from a person other than ZAIS who, to RQSI’s knowledge after due inquiry, acquired such information lawfully and who is not subject to any legally binding obligation to keep such information confidential. As used in this agreement, the term (i) “person” means an individual or entity, and (ii) “Representatives” means RQSI’s affiliates, officers, directors, and employees, and agents or representatives approved by ZAIS in writing in advance as permitted to receive Confidential Information, and specifically including Ramsey. RQSI shall not use any Confidential Information for any purpose whatsoever except as and to the extent provided in this Agreement or in any other subsequent agreement between the parties.

(b) All Confidential Information made available to, or received by, RQSI shall remain the Company’s property, and no license or other rights in or to the Confidential Information is granted hereby. RQSI’s obligation not to use any Confidential Information disclosed pursuant to this Agreement except as provided in this Agreement shall remain in effect indefinitely, and RQSI shall be prohibited from disclosing any such Confidential Information during the Term and thereafter. All files, records, documents, drawings, specifications, equipment, and similar items relating to the business of the Company, whether prepared by Ramsey or otherwise coming into his possession, and whether classified as Confidential Information or not, shall remain the exclusive property of the Company.

5. Non-Competition. RQSI and Ramsey understand, recognize and agree that, during the Term and for a period two years thereafter, neither it nor Ramsey, or any entity that Ramsey owns or controls shall in any manner, directly or indirectly, enter into or engage in any business competitive with the Business that would in any way compromise the Company’s Confidential Information as described in Section 4 above.

6. Termination. The Company may terminate this Agreement prior to the second anniversary of the Effective Date only for Cause. For purposes of this Agreement, “Cause” shall mean a termination of RQSI’s services by the Company due to (i) gross misconduct, or (ii) a material and willful breach of this Agreement (which material breach for the avoidance of doubt includes refusal to provide services under this Agreement as reasonably requested by the Board of the Company’s Chief Executive Officer) and such refusal continues for sixty (60) days after written notice.

7. Other Matters.

(a) This Agreement contains the complete and entire understanding and agreement between the parties and supersedes any previous communications, representations or agreements, verbal or written, related to the subject matter of this Agreement. This Agreement may only be amended by a writing signed by the party to be charged or its successor(s) in interest.

(b) RQSI acknowledges that neither Ramsey, nor any other employee of RQSI’s that provides consulting services under this Agreement, is not an employee of the Company for any purpose and shall not be entitled to participate in any retirement, health or other benefits which are reserved to employees of the Company. In the performance of all work, duties and obligations under this Agreement, it is mutually understood and agreed that each party is at all times acting and performing as an independent contractor with respect to the other. RQSI shall be solely responsible for and shall comply with all state and federal law pertaining to employment taxes, income withholding, unemployment compensation contribution and other employment related statutes applicable to that party.

(c) RQSI represents that providing services under this Agreement and compliance by the parties with the terms and conditions of this Agreement will not conflict with or result in the breach of any agreement to which Ramsey or RQSI is a party or by which Ramsey or RQSI may be bound and does not violate applicable law.

(d) This Agreement shall be binding upon and shall inure to the benefit of the parties, their respective heirs, executors, administrators and assigns.

(e) This Agreement shall not be modified or amended except by a written instrument signed by the parties hereto. No waiver or failure to act with respect to any breach or default hereunder, subsequent breach or default, whether of similar or different nature.

(f) This Agreement may not be assigned without the written consent of the other party.

(g) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

(h) Each party’s performance of its duties and obligations hereunder is conditioned upon, and subject to, the faithful performance by the other party of such other party’s own duties and obligations.

(i) Each of the parties hereto agrees that it shall hereafter execute and deliver such additional instruments and undertake such additional acts as may be required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof.

(j) This Agreement may be signed in counterparts by the parties. Each counterpart, when executed and delivered, shall be considered a complete and original instrument and it shall not be necessary to produce or account for any other counterpart when making proof of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the date first written above.

ZAIS GROUP PARENT, LLC

RQSI LTD.

Exhibit 99.5

founders shares allocation AGREEMENT

This Founders Shares Allocation Agreement (the “Agreement”) is made as of this ___ day of March, 2015 by and among the persons set forth on the signature pages hereto (each a “Sponsor” and together the “Sponsors”).

RECITALS

WHEREAS, each of R. Bruce Cameron, Broad Hollow Investors, LLC, Burke Family Trust, Healey Associates LLC, Healey Family Foundation, Parsifal Partners B, LP, Joseph C. Canavan, Panmar Capital llc, Robert H. Zerbst, Randall S. Yanker, NAR Special Global LLC, Thomas Maheras, Daniel T. Smythe, Ramnarain Jaigobind, Jeffrey J. Hodgman, Paul D. Schaeffer & Jacqueline K. Schaeffer TR U/A DTD 03/01/04 FBO Schaeffer Living Trust, Dickinson Investments LLC, SC-NGU LLC, Sally H. Foote, R. Bradley Forth, Seymour A. Newman, Drew R. Murphy, Sean C. McCarthy, Bulldog Investors and White Sand Investor Group, LP (collectively, the “Original Sponsors”) owns shares of Class A common stock, par value $0.0001 (“Class A Common Stock”), of HF2 Financial Management Inc. (the “Company”) that were purchased from the Company or from one of the other Original Sponsors for a price of $0.005875 per share (such shares, the “Founders Shares”);

WHEREAS, the number of Founders Shares held by each of the Original Sponsors on the date hereof is set forth on Exhibit A to this Agreement under the column heading “Current”;

WHEREAS, the Company has entered into that certain Investment Agreement, dated as of September 16, 2014, as amended by First Amendment to Investment Agreement, dated as of October 31, 2014, and Second Amendment to Investment Agreement, dated as of March [__], 2015 (as amended, the “Investment Agreement”), by and among the Company, ZAIS Group Parent, LLC, a Delaware limited liability company (“ZGP”), and the members of ZGP, pursuant to which the Company will acquire a majority of the Class A Units of ZGP (the “Business Combination”); and

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Sponsors wish to allocate the Founders Shares amongst themselves, and make such transfers of Founders Shares as are necessary to effectuate such allocation, such that the number of Founders Shares held by each Sponsor immediately following the closing of the Business Combination will be as set forth on Exhibit A under the column heading “Total at Closing.”

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the mutual agreements hereinafter contained, the parties hereto hereby agree as follows:

ARTICLE I

transaction

Section 1.01. Allocation and Transfer of Founders Shares. On the terms and subject to the conditions of this Agreement:

(a) the Sponsors agree that the Founders Shares shall be allocated amongst the Sponsors such that the number of Founders Shares held by each Sponsor immediately following the closing of the Business Combination will be as set forth on Exhibit A under the column heading “Total at Closing” (the “Post-Closing Allocation”); provided, however, that as indicated on Exhibit A in the column “Allocation to Qualified Shares” the number of Founders Shares allocated to any Sponsor in connection with purchases of Qualified Shares (as defined below) by such Sponsor (each a “Purchaser”) shall be a pro rata portion (based on the number of Qualified Shares purchased by such Purchaser as compared to the aggregate amount of Qualified Shares purchased by all Purchasers) of 3,898,750 Founders Shares;

(b) at or prior to the Closing, each of the Sponsors shall purchase or sell Founders Shares, at a price of $0.005875 per share, as are necessary to effectuate the Post-Closing Allocation, and shall execute such documents and instruments as may be necessary to carry out such purchases and sales.

Section 1.02. Closing.

(a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place immediately following the consummation of the Business Combination at the offices of Morgan, Lewis & Bockius LLP, 399 Park Avenue, New York, New York 10022.

(b) The respective obligations of each of the Sponsors to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions:

(i) dQuant Special Opportunities Fund, LP, a Delaware limited partnership shall have purchased at least 5,700,000 Qualified Shares; and

(ii) On the day preceding the date on which the Business Combination is to be consummated, each of the Purchasers shall provide to R. Bruce Cameron (the “Representative”) a trade confirmation or brokerage statement from the relevant brokerage firm evidencing the Purchaser’s ownership of Qualified Shares.

(iii) The term “Qualified Shares” means shares of Class A Common Stock purchased in the open market or in privately negotiated transactions with stockholders of the Company other than the Sponsors that (1) were purchased from sellers sourced by EarlyBird Capital, Inc., Sandler O’Neill & Partners, L.P., CRT Capital Group LLC or Sidoti & Company LLC, (2) continue to be owned by the Purchaser as of the consummation of the Business Combination, (3) to the extent the Purchaser receives a proxy to vote such shares, are voted in favor of the Business Combination and (4) are not subject of any notice of redemption that remains outstanding.

(c) To effectuate the Post-Closing Allocation, at the Closing: (i) the Representative shall cause Continental Stock & Transfer Trust Company (“Continental”), the Company’s transfer agent, to transfer the Founders Shares through the issuance of new stock certificates bearing appropriate legends for the Founders Shares issued in the name of each of the Sponsors and (ii) each of the Sponsors shall, to the extent its allocation of Founders Shares after the closing of the Business Combination exceeds the number of Founders Shares it owns on the date hereof (such excess the “Increased Shares”), deliver to the Representative a check made payable to Broad Hollow Investors LLC in an amount equal to the product of (1) the number of Increased Shares and (y) $0.005875. The Representative shall subsequently distribute to each Sponsor whose allocation of Founders Shares after the closing of the Business Combination is less than the number of Founders Shares it owns on the date hereof, $0.005875 for each Founders Share comprising such shortfall.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.01. Sponsor Representations and Warranties. Each of the Sponsors hereby represents and warrants to each of the other Sponsors as of the date hereof and as of the Closing:

(a) If an individual, such Sponsor has the legal capacity to enter into this Agreement.

(b) If a person other than an individual, the Sponsor has the power and authority to enter into this Agreement.

(c) This Agreement has been duly executed and delivered by, and constitutes the legal, valid and binding agreement of such Sponsor, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and subject to general principles of equity.

(d) If such Sponsor is an Original Sponsor, such Sponsor is the lawful record owner of the Founders Shares owned by it as set forth on Exhibit A under the column “Current,” free and clear of all liens, encumbrances, restrictions and claims of every kind (other than pursuant to the Escrow Agreement, dated as of March 21, 2013, by and among the Company, Continental Stock Transfer & Trust Company and the Original Sponsors (the “Escrow Agreement”) and applicable securities laws).

ARTICLE III

RESTRICTIONS ON THE PURCHASED SHARES

Section 3.01. Restrictions on Transfer. Each Sponsor acknowledges that the Purchased Shares are “Founders’ Shares” and, therefore, are being held in escrow by Continental and are subject to restrictions on transfer set forth in the Escrow Agreement. Each Sponsor also acknowledges that any Founders Shares held by it after consummation of the transactions contemplated by this Agreement will be held in escrow by Continental and will be subject to the same restrictions on transfer as set forth in the Escrow Agreement.

ARTICLE IV

MISCELLANEOUS

Section 4.01. Power of Attorney. Each of the Original Sponsors hereby irrevocably appoints and constitutes the Representative as the Original Sponsor’s sole and exclusive attorney-in-fact, with full power of substitution and resubstitution, with respect to the Founders Shares held by such Sponsor for the purposes of the allocation and transfer of Founders Shares in accordance with, and subject to, the terms and conditions of this Agreement, as fully, to the same extent and with the same effect as such Original Sponsor. Except as set forth in the immediately preceding sentence, the Representative shall not have the power or authority to sell, assign or otherwise transfer the Founders Shares of any Original Sponsor. Each of the Original Sponsors hereby ratifies and confirms all that any of the Representative or his nominee or nominees shall do or cause to be done by virtue hereof. The obligations of each of the Original Sponsors under this power of attorney shall be binding upon such Sponsor’s heirs, personal representatives, successors and assigns. THIS POWER OF ATTORNEY IS IRREVOCABLE AND IS COUPLED WITH AN INTEREST. This Agreement and the power of attorney included in this Section 4.01 supersedes that certain Agreement, dated as of February 2, 2015, made and entered into by the Representative and certain of the Sponsors (the “Prior Agreement”), and the Prior Agreement is hereby terminated.

Section 4.02. Notices. All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed duly given, unless otherwise expressly indicated to the contrary in this Agreement, (i) when personally delivered, (ii) three (3) business days after having been deposited in the United States mail, certified or registered, return receipt requested, postage prepaid, or (iii) one (1) business day after having been dispatched by a nationally recognized overnight courier service, in each case addressed to the parties or their permitted assigns at the address set forth on the signature page hereto.

Section 4.03. Expenses. Each Sponsor agrees to pay the expenses incurred by it in connection with the negotiation, preparation, execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including without limitation, fees and expenses of counsel to each party.

Section 4.04. Further Assurances. Each Sponsor shall, from time to time after the Closing at the request of another Sponsor, without further consideration, execute and deliver, or cause to be executed and delivered, further instruments of transfer and assignment and other documents and take such other action as such Sponsor may reasonably request to more effectively transfer and assign to, and vest in such requesting Sponsor the Founders Shares allocated to it under this Agreement, and all rights thereto, and to otherwise fully implement the provisions of this Agreement.

Section 4.05. Survival. All warranties, representations, and covenants made herein or in any other instrument delivered by the Sponsors hereto or on their behalf under this Agreement shall be considered to have been relied upon and shall survive the Closing of the transactions contemplated by this Agreement, regardless of any investigation made by any Sponsors or on its behalf.

Section 4.06. Amendments, Modifications and Waivers. Any covenant, agreement, provision or condition of this Agreement may be amended or modified, or compliance therewith may be waived (either generally or in any particular instance and either retroactively or prospectively), by (and only by) an instrument in writing signed by each of the Sponsors.

Section 4.07. Successors and Assigns. This Agreement shall be so binding upon and shall inure to the benefit of the Sponsors and their respective heirs, personal representatives, successors and assigns. No Sponsor may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Sponsors.

Section 4.08. Severability. Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining portion which remaining portion shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereto eliminated and it is hereby declared the intention of the Sponsors that they would have executed the remaining portion of this Agreement without included therein any such part or parts which may, for any reason, be hereafter declared invalid.

Section 4.09. Captions. The descriptive headings of the various Sections or parts of this Agreement are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 4.10. Entire Agreement. This Agreement shall be effective upon its execution by all of the persons listed on the signature pages hereto. This Agreement constitutes the entire agreement and understanding among the Sponsors with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, written or oral, relating to the subject matter hereof Without limiting the generality of this Section 4.10 and notwithstanding anything in this Agreement to the contrary, no Sponsor is making any representation or warranty whatsoever, oral or written, express or implied, in connection with the transactions contemplated by this Agreement other than those set forth in Article II of this Agreement and no Sponsor is relying on any statement, representation or warranty, oral or written, express or implied, made by any other Sponsor except for the representations and warranties set forth in Article II of this Agreement.

Section 4.11. Governing Law. This Agreement and the rights of the Sponsors hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflicts of laws. Each of the Sponsors hereby consents to personal jurisdiction, service of process and venue in the federal or state courts sitting in New York City, New York for any claim, suit or proceeding arising under this Agreement and hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such federal court. To the extent permitted by law, each of the Sponsors hereby irrevocably consents to the service of process in any such action or proceeding by the mailing by certified mail of copies of any service or copies of the summons and complaint and any other process to such Sponsor at the address specified in Section 4.02 hereof. The Sponsors agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions.

Section 4.12. Specific Performance. The rights and remedies of the Sponsors shall be cumulative. The transactions contemplated by this Agreement are unique transactions and any failure on the part of any Sponsor to complete the transactions contemplated by this Agreement on the terms of this Agreement will not be fully compensable in damages and the breach or threatened breach of the provisions of this Agreement would cause the other Sponsors irreparable harm. Accordingly, in addition to and not in limitation of any other remedies available to the Sponsors for a breach or threatened breach of this Agreement, the Sponsors shall be entitled to seek specific performance of this Agreement and seek an injunction restraining any such party from such breach or threatened breach.

Section 4.13. Counterparts. This Agreement may be executed in any number of counterparts, and may be delivered by facsimile or pdf, each of which shall be considered an original, but all of which taken together shall constitute one instrument.

Section 4.14. Interpretation. No provisions of this Agreement shall be construed against or interpreted to the disadvantage of any Sponsor by any court or other governmental or judicial authority by reason of such Sponsor having or being deemed to have drafted or dictated such provision.

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