ZAIS Group Holdings, Inc. (Form: 8-K, Received: 01/12/2018 06:07:23)

Class A Common Stock

Class B Common Stock

Class A Units

Address for notices:

Two Bridge Avenue, Suite 322

Red Bank, NJ 07701

Email address:

[EMAIL ADDRESS REDACTED]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 11, 2018

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ZAIS GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware	001-35848	46-1314400
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Bridge Avenue, Suite 322

Red Bank, NJ

07701-1106

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (732) 978-7518

N/A
(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Item 1.01.

Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On January 11, 2018 (the “Execution Date”), ZAIS Group Holdings, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Z Acquisition LLC, a Delaware limited liability company (“Z Acquisition”), and ZGH Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub” and together with the Company and Z Acquisition, each a “Party” and collectively the “Parties”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a subsidiary of Z Acquisition. Christian Zugel, the founder of ZAIS Group, LLC, the Company’s operating subsidiary, the Company’s Chief Investment Officer, and the chairman of the board of directors of the Company (the “Board”), is the sole managing member of Z Acquisition. In addition, Mr. Zugel is the sole trustee of the Class B Voting Trust (as defined below), which provides Mr. Zugel effective voting control over matters put to a vote of the Company’s stockholders. Z Acquisition was formed in connection with the execution of the Share Purchase Agreement (as defined below) and has limited assets. The proposed Merger is a “going private transaction” under the Securities and Exchange Commission (“SEC”) rules.

Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Class A common stock (“Class A Common Stock”), other than shares (i) beneficially owned by Mr. Zugel, Z Acquisition, the members of Z Acquisition (including Mr. Zugel and Daniel Curry, the Company’s President and Chief Executive Officer), certain trusts for members of Mr. Zugel’s family, and Mr. Zugel’s current spouse (collectively, the “Purchaser Group”), (ii) owned by stockholders who agree with Z Acquisition to retain certain of their Class A Common Stock (“Rollover Shares”) in connection with the Merger, (iii) acquired by a holder of Class A Units (as defined below) pursuant to an exercise of “exchange rights” prior to the Closing (“Exchange Shares”), and (iv) owned by holders of Class A Common Stock who shall neither have voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected, and not withdrawn or lost, their statutory appraisal rights under Delaware law (such shares of Class A Common Stock, “Appraisal Shares”), will be converted into the right to receive US $4.10 per share in cash without interest (the “Merger Consideration”), subject to any required withholding taxes. Under the terms of the Merger Agreement, each restricted stock unit in respect of shares of Class A Common Stock (“RSU”), whether or not vested, will be converted into the right to receive the Merger Consideration multiplied by the number of shares underlying the RSU, unless the holder thereof enters into an agreement with Z Acquisition (which is approved by the Company) to have such RSUs remain outstanding.

The Purchaser Group currently collectively (i) owns approximately 3.35% of the outstanding shares of Class A Common Stock, (ii) exercises voting control over 100% of the outstanding shares of the Company’s Class B common stock (“Class B Common Stock” and together with Class A Common Stock, “Common Stock”), which, as noted above, provides the Purchaser Group effective voting control over matters put to a vote of the Company’s stockholders, and (iii) owns 25.98% of the outstanding Class A Units (“Class A Units”) of ZAIS Group Parent, LLC, the Company’s majority-owned subsidiary (“ZGP”), which Class A Units are exchangeable, under certain circumstances, for, at the Company’s option, cash, shares of Class A Common Stock (on a one-for-one basis), or a combination of the two. Shares of Class B Common Stock hold no economic interest in the Company, but shares of Class B Common Stock may, as a single class, be voted with the shares of Class A Common Stock of the Company and carry 10 votes per share. In his capacity as sole trustee of a voting trust (the “Class B Voting Trust”) that holds all of the outstanding shares of the Class B Common Stock, Mr. Zugel has voting power over the shares of Class B Common Stock held in the Class B Voting Trust.

As previously disclosed on September 5, 2017, Z Acquisition and Mr. Zugel entered into a Share Purchase Agreement (as amended and restated as of January 11, 2018, the “Share Purchase Agreement”) with Ramguard LLC (“Ramguard”) to purchase from Ramguard 6,500,000 shares of Class A Common Stock at US $4.00 per share (the “Share Purchase”). Pursuant to the amended and restated Share Purchase Agreement, the purchase price for the Ramguard shares will be the same US $4.10 per share price to be paid in the merger. Once this Share Purchase is completed, Z Acquisition will own, before consummation of the Merger, approximately 44.66% of the Company’s outstanding Class A Common Stock and Purchaser Group will overall own approximately 48.01% of the outstanding Class A Common Stock, not including shares of Class A Common Stock that may be issued upon exchange of Class A Units of ZGP, which Class A Units are exchangeable under certain circumstances as described above.

Following the Merger and the Share Purchase, 100% of the outstanding equity interests in the Company will be beneficially owned by Purchaser Group and holders of Rollover Shares and Exchange Shares, the Company would cease to be registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Class A Common Stock would cease to trade on NASDAQ.

As previously disclosed, during most of 2016 and 2017, the Company explored strategic alternatives for the Company. Over this time period, the Company’s financial advisors reached out to more than 45 potential counterparties, including financial sponsors, potential strategic buyers, potential strategic sellers, and private investors. Approximately 29 parties executed non-disclosure agreements and 15 parties ultimately made proposals.

The Board (other than Mr. Zugel and Daniel Curry, each of whom recused himself from the vote of the Board), acting upon the unanimous recommendation of a special committee of independent and disinterested directors (the “Special Committee”): (i) determined that the Merger Agreement and the transactions contemplated thereby (the “Contemplated Transactions”), including the Merger, are advisable and in the best interests of and fair to the Company’s stockholders, other than Purchaser Group, Ramguard, any holders of Rollover Shares or Exchange Shares, and their respective affiliates, as to whom no view was expressed, (ii) approved the Merger Agreement and the Contemplated Transactions, including the Merger, and (iii) resolved to recommend that the Company’s stockholders approve the adoption of the Merger Agreement and the Merger. In connection with making their respective recommendations and determinations, the Special Committee and the Board were provided the financial analysis of the Merger Consideration from Houlihan Lokey (“Houlihan”), which also delivered an oral opinion to the Special Committee and confirmed such opinion in writing after the execution of the Merger Agreement to the effect that, as of the date of its opinion and based on and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan in preparing its opinion, the Merger Consideration to be received by the holders of the Company’s Class A Common Stock (other than other than shares held by the Purchaser Group, Ramguard, any holders of Rollover Shares or Exchange Shares, and their respective affiliates) pursuant to the Merger Agreement was fair to such holders, from a financial point of view.

Stockholders of the Company will be asked to vote on the adoption of the Merger Agreement at a special stockholders meeting to be held on a date to be announced. Under Delaware law and the Company’s Certificate of Incorporation, the affirmative vote of the holders of the majority of the aggregate voting power of the issued and outstanding shares of Common Stock (the “Statutory Stockholder Approval”) is required to adopt the Merger Agreement. In addition, the consummation of the Merger is subject to a non-waivable condition that the holders of a majority of outstanding shares of Class A Common Stock not beneficially owned by any member of Purchaser Group, any director or executive officer of the Company, Ramguard, any holder of Class A Common Stock constituting Rollover Shares or Exchange Shares, or any affiliates of the foregoing persons (the “Majority of the Minority Stockholder Approval”) shall have voted in favor of the adoption of the Merger Agreement.

Each Party’s obligation to consummate the Merger is also subject to certain other conditions, including (i) obtaining the Statutory Stockholder Approval and the Majority of the Minority Stockholder Approval; (ii) the absence of any legal restraint with respect to the Merger; (iii) the Company’s obtaining an opinion from an independent appraisal or valuation firm that, after taking into account the payment of the total Merger Consideration payable in respect of all shares of Class A Common Stock and RSUs entitled to receive the Merger Consideration, the Company is solvent; (iv) the continued accuracy of the representations and warranties of Z Acquisition, in the case of the Company, and of the Company, in the case of Z Acquisition, as contained in the Merger Agreement (subject to certain qualifiers, as applicable); and (v) compliance in all material respects with the covenants and agreements contained in the Merger Agreement by Z Acquisition, in the case of the Company, and by the Company, in the case of Z Acquisition. The Company has made customary representations and warranties and covenants in the Merger Agreement. Further, the Company’s obligation to consummate the Merger is subject to additional conditions, including that (1) the Share Purchase shall have been consummated in accordance with the terms of the Share Purchase Agreement; and (2) the acquisition of additional Class A Units by Z Acquisition pursuant to the Investment Agreement (as defined below) shall have been consummated in accordance with the terms of the Investment Agreement. Z Acquisition’s obligation to consummate the Merger is also subject to additional conditions, including that (A) certain of the Company’s expenses in connection with the Merger and other Contemplated Transactions do not exceed $4,500,000; (B) the number of Appraisal Shares immediately prior to the effective time of the Merger does not exceed 500,000 shares of Class A Common Stock (other than any Appraisal Shares held by members of Purchaser Group, Ramguard, holders of Rollover Shares or Exchange Shares, or their respective affiliates); and (C) the Company shall have not suffered a material adverse effect.

The Company intends to partially fund the payment of the aggregate Merger Consideration from cash on hand. To increase the amount of cash held by the Company, immediately before the Merger, Z Acquisition intends to contribute cash to ZGP in exchange for Class A Units, which cash will then be paid to the Company by ZGP for the redemption of Class A Units held by the Company. This contribution will be effected pursuant to an Investment Agreement (as described below) between ZGP, Z Acquisition, and, for limited purposes, Mr. Zugel. The Merger is not subject to a financing condition. However, if the Company does not receive the cash pursuant to the Investment Agreement (as described below), it is unlikely the Company will be able to fund the Merger Consideration and consummate the Merger. There can be no assurance that Z Acquisition will have sufficient funds to consummate the purchase of Class A Units pursuant the Investment Agreement, and if Z Acquisition fails to perform its obligations pursuant to the Investment Agreement, as a result of Z Acquisition’s limited assets, the Company will, in such event, have limited recourse other than the ability to exercise its rights against the Covered Stockholders (as defined below) under the Support Agreement (as described below), to the extent such Covered Stockholders have breached their related obligations under the Support Agreement.

The Company is subject to customary non-solicitation provisions, whereby, among other things, the Company and its subsidiaries have agreed not to solicit or initiate, or knowingly facilitate or knowingly encourage the submission of, an alternative acquisition proposal. However, the Company will be able to respond to and engage in discussions of certain unsolicited acquisition proposals, subject to certain conditions, if the Board or an independent committee of the Board (including the Special Committee) determines in good faith that such proposals are or could lead to superior proposals, such proposals did not result from the Company’s material breach of its obligations under such non-solicitation provisions of the Merger Agreement, and, if the Board or an independent committee of the Board (including the Special Committee) determines, after consultation with its counsel, that the failure to take action concerning such proposals could reasonably be expected to be contrary to its fiduciary duties under applicable law. The Board or an independent committee of the Board (including the Special Committee) may change its recommendation to approve the Merger if (i) in response to an intervening event either not known or the consequences of which were not foreseeable to the Special Committee on the Execution Date, the Board or an independent committee of the Board (including the Special Committee) determines, after consultation with its outside legal counsel, that the failure to take action concerning such intervening event could reasonably be expected to be contrary to its fiduciary duties under applicable law or (ii) in response to an alternative acquisition proposal, the Board or an independent committee of the Board (including the Special Committee) determines in good faith, after consultation with its financial advisor and outside legal counsel, that such acquisition proposal constitutes a superior proposal and that the failure to take such action could reasonably be expected to be contrary to its fiduciary duties under applicable law.

The Company is also subject to certain covenants regarding its operations from the Execution Date until the closing of the Merger. The Merger Agreement provides that, subject to certain exceptions, from the Execution Date until the closing of the Merger, the Company must ensure that the business and operations of the Company and each of its subsidiaries are conducted in the ordinary course of business and in accordance with past practice, and use its reasonable best efforts to maintain the Company’s assets and properties and preserve its business organization and goodwill of those having business relationships with the Company. The Company also agreed not to undertake, and to cause its subsidiaries not to undertake, certain actions, without the written consent of Z Acquisition.

The Merger Agreement contains certain termination rights for both Z Acquisition and the Company (with respect to the Company, only pursuant to a resolution adopted by the Special Committee), and further provides that upon the termination of the Merger Agreement under certain circumstances, the Company will be required to pay Z Acquisition and other members of Purchaser Group, as applicable, an expense reimbursement amount up to a maximum of $1,500,000. Subject to certain limitations, either the Company or Z Acquisition may terminate the Merger Agreement if the Merger is not consummated by July 11, 2018 (the “Termination Date”); provided that the Company or Z Acquisition may extend the Termination Date under certain circumstances or waive certain obligations under the Merger Agreement.

Stockholder Voting and Support Agreements

In connection with the Merger Agreement, Z Acquisition, Mr. Zugel, Mr. Zugel’s spouse, and certain trusts for members of Mr. Zugel’s family (the “Covered Stockholders”) and the Company entered into a Stockholder Voting and Support Agreement, dated as of the Execution Date (the “Support Agreement”). Per the terms and conditions set forth in the Support Agreement, the Covered Stockholders have agreed (i) to vote, or cause to be voted, all shares of Common Stock owned by the Covered Stockholder (representing, in the aggregate, approximately 93.44% of the Company’s total outstanding voting power as of January 11, 2018) for the adoption of the Merger Agreement and approval of the Merger, (ii) not to transfer or engage in certain transactions with respect to shares of Common Stock owned by the Covered Stockholders (subject to certain exceptions), (iii) to use their reasonable best efforts to consummate the Share Purchase and the transactions contemplated by the Investment Agreement (as described below), (iv) to refrain from seeking to remove any member of the Special Committee or taking any action that would limit the independence of authority of the Special Committee, and (v) to take, or refrain from taking, certain other actions in furtherance of the consummation of the Merger.

Similarly in connection with the Merger Agreement, Ramguard, Neil Ramsey, and NAR Special Global, LLC (an affiliate of Ramguard) (the “Ramguard Parties”) and the Company entered into a Stockholder Voting and Support Agreement, dated as of the Execution Date (the “Ramguard Support Agreement”). In accordance with the terms and conditions set forth in the Ramguard Support Agreement, the Ramguard Parties have agreed (i) to vote, or cause to be voted, all shares of Common Stock owned by the Ramguard Parties (representing, in the aggregate, approximately 4.47% of the Company’s total outstanding voting power as of January 11, 2018) for the adoption of the Merger Agreement and approval of the Merger, (ii) not to transfer or engage in certain transactions with respect to shares of Common Stock owned by the Ramguard Parties (subject to certain exceptions, including the Share Purchase), (iii) not enter into certain amendments to the Share Purchase Agreement without the prior written consent of the Company, (iv) to use their reasonable best efforts to consummate the Share Purchase, and (v) to take, or refrain from taking, certain other actions in furtherance of the consummation of the Merger.

Curry Support Agreement

In connection with the Merger Agreement, Daniel Curry entered into a letter agreement, dated as of the Execution Date (the “Curry Support Agreement”). Per the terms and conditions set forth in the Curry Support Agreement, Mr. Curry agreed (i) not to acquire or engage in certain transactions with respect to Common Stock of the Company during the period from the Execution Date until the closing of the Merger, (ii) to use his reasonable best efforts to consummate the Share Purchase and the transactions contemplated by the Investment Agreement, including making capital contributions to Z Acquisition as and when called in furtherance of such transactions, (iii) to cooperate with the Company as the Company prepares certain related filings with the SEC in connection with the Merger, (iv) to refrain from seeking to remove any member of the Special Committee or taking any action that would limit the independence of authority of the Special Committee, and (v) to take, or refrain from taking, certain other actions in furtherance of the consummation of the Merger.

Investment Agreement

In connection with the Merger Agreement, ZGP, Z Acquisition and Mr. Zugel (solely in his capacity as the founder member representative of ZGP and solely with regard to consenting to the issuance of Class A Units pursuant to the Investment Agreement and cooperating with the Company to obtain any other consents) entered into an Investment Agreement, dated as of the Execution Date (the “Investment Agreement”). Subject to the terms and conditions set forth in the Investment Agreement, the parties to the Investment Agreement, other than Mr. Zugel, agreed that, immediately prior to the Merger, ZGP will issue 3,085,287 Class A Units in exchange for a contribution from Z Acquisition to ZGP of an amount cash equal to US $12,649,676.70.

ZGP intends to use the proceeds from the contribution by Z Acquisition to redeem for cash, at $4.10 per unit, a certain number Class A Units held by the Company corresponding to the number of outstanding shares of Class A Common Stock that, as of immediately before the Merger, are to be converted into the right to receive the Merger Consideration for an amount equal to the aggregate Merger Consideration. Following the redemption, the Company intends to use cash paid to it by ZGP for the redemption of Class A Units to fund a portion of the Merger Consideration.

The foregoing descriptions of the Merger Agreement, the Support Agreement, the Ramguard Support Agreement, the Curry Support Agreement, and the Investment Agreement do not purport to describe all of the terms of such agreements and are qualified in their entirety by the full text of such agreements, copies of which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

The foregoing description of the Merger Agreement attached hereto as Exhibit 2.1, the Support Agreement attached hereto as Exhibit 10.1, the Ramguard Support Agreement attached hereto as Exhibit 10.2, the Investment Agreement attached hereto as Exhibit 10.3 and the other exhibits to this Current Report on Form 8-K furnished herewith are intended to provide information regarding the terms of the Merger Agreement, the Support Agreement, the Ramguard Support Agreement, and the Investment Agreement and are not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the SEC. In particular, the Merger Agreement, the Support Agreement, the Ramguard Support Agreement, the Investment Agreement and the related summaries are not intended to be disclosures regarding any facts and circumstances relating to the Company or any of its subsidiaries or affiliates. The Merger Agreement, the Support Agreement, the Ramguard Support Agreement, and the Investment Agreement contain representations and warranties made by the Company and Purchaser Group, which were made only for purposes of the Merger Agreement, the Support Agreement, the Ramguard Support Agreement, and the Investment Agreement, respectively, and only as of the specified dates provided therein. The representations, warranties and covenants in the Merger Agreement, the Support Agreement, the Ramguard Support Agreement, and the Investment Agreement were made solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties rather than establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the Execution Date, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Merger Agreement, the Support Agreement, the Ramguard Support Agreement, and the Investment Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the documents that the Company files or has filed with the SEC.

On January 12, 2018, the Company issued a press release announcing the proposed Merger. A copy of the press release is filed as Exhibit 99.1 hereto.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 8, 2018, the Company received a letter from the staff of the Listings Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company failed to hold an annual meeting of stockholders within 12 months of the Company’s fiscal year ended December 31, 2016, as required by Nasdaq Listing Rule 5620(a). As previously disclosed, the Company delayed its 2017 annual meeting of stockholders, which was originally scheduled to be held on November 7, 2017, because of the contemplated merger transaction.

The Company intends to submit a plan to regain compliance pursuant to the procedures set forth in the Nasdaq Listing Rules no later than February 22, 2018. While the plan is pending, the Company’s Class A Common Stock will continue to trade on Nasdaq. If Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the fiscal year ended December 31, 2017, or until June 29, 2018, to regain compliance.

Additional Information and Where to Find It

This filing may be deemed to be solicitation material in respect of the proposed acquisition of the Company by members of the Purchaser Group and their respective affiliates. In connection with the proposed Merger, the Company will file with the SEC and furnish to the Company’s stockholders a proxy statement and other relevant documents. This filing does not constitute a solicitation of any vote or approval. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

Investors will be able to obtain a free copy of the proxy statement, when available, and other relevant documents filed by the Company with the SEC at the SEC’s website at www.sec.gov . In addition, investors may obtain a free copy of the proxy statement, when available, and other relevant documents from the Company’s website at www.zaisgroup.com or by directing a request to the Company.

Participants in the Solicitation

The Company and its directors, executive officers and certain other members of management and employees of the Company may be deemed to be “participants” in the solicitation of proxies from the stockholders of the Company in connection with the proposed Merger. Information regarding the interests of the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of the Company in connection with the proposed Merger, which may be different than those of the Company’s stockholders generally, will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. Stockholders can find information about the Company and its directors and executive officers and their ownership of the Company’s Common Stock in the Company’s definitive proxy statement for the 2016 Annual Meeting of Stockholders, Annual Report on Form 10-K, filed with the SEC on March 24, 2017, and additional information about the ownership of the Company’s Common Stock by the Company’s directors and executive officers is included in their Forms 3, 4 and 5 filed with the SEC.

Forward-Looking Statements

Statements in this Current Report on Form 8-K and the exhibits furnished or filed herewith that relate to future results and events are forward-looking statements based on the Company’s current expectations. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. All statements other than statements of historical fact, including statements containing the words “aim,” “anticipate,” “are confident,” “estimate,” “expect,” “will be,” “will continue,” “will likely result,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning, or the negative of these terms, are statements that could be deemed forward-looking statements. Risks, uncertainties and other factors include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (ii) the inability to complete the proposed Merger due to the failure to obtain stockholder approval for the proposed Merger or the failure to satisfy other conditions to completion of the proposed Merger; (iii) the failure of the proposed Merger to close for any other reason; (iv) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; (v) the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against the Company and others relating to the Merger Agreement; (vi) the risk that the pendency of the proposed Merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the proposed Merger; (vii) the effect of the announcement of the proposed Merger on the Company’s relationships with its customers, operating results and business generally; and (viii) the amount of the costs, fees, expenses and charges related to the proposed Merger. Consider these factors carefully in evaluating the forward-looking statements. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, 2016, filed with the SEC on March 24, 2017, under the heading “Item 1A. Risk Factors,” and in subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The forward-looking statements represent the Company’s views as of the date on which such statements were made and the Company undertakes no obligation to publicly update such forward-looking statements, except as required by law.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of January 11, 2018, by and among ZAIS Group Holdings, Inc., Z Acquisition LLC, and ZGH Merger Sub, Inc.

10.1		Stockholder Voting and Support Agreement, dated as of January 11, 2018, by and among ZAIS Group Holdings, Inc., Z Acquisition LLC, Christian Zugel, Sonia Zugel, Zugel Family Trust, and Family Trust U/A Christian M. Zugel 2005 GRAT.

10.2		Stockholder Voting and Support Agreement, dated as of January 11, 2018, by and among ZAIS Group Holdings, Inc. and Ramguard LLC, NAR Special Global, LLC, and, for limited purposes, Neil Ramsey.

10.3		Letter Agreement, dated as of January 11, 2018, executed by Daniel Curry.

10.4		Investment Agreement, dated as of January 11, 2018, by and among ZAIS Group Parent, LLC, Z Acquisition LLC and, for limited purposes, Christian Zugel.

99.1		Press Release issued by ZAIS Group Holdings, Inc., dated January 12, 2018 .

Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZAIS GROUP HOLDINGS, INC.

	By:	/s/ Nisha Motani
		Nisha Motani
		Chief Financial Officer

Date: January 12, 2018

Exhibit 2.1

Execution Version

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

ZAIS GROUP HOLDINGS, INC.,

ZGH MERGER SUB, INC.,

AND

Z ACQUISITION LLC

DATED AS OF JANUARY 11, 2018

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “ Agreement ”), dated as of January 11, 2018, is entered into by and among ZAIS Group Holdings, Inc., a Delaware corporation (the “ Company ”), ZGH Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“ Merger Sub ”), and Z Acquisition LLC, a Delaware limited liability company (“ Parent ”) of which Christian Zugel (“ Zugel ”) is the sole managing member.

WHEREAS , Zugel, in his capacity as trustee of an irrevocable voting trust (the “ Class B Trust ”), exercises voting power over the shares of class B common stock, par value $0.000001 per share (“ Class B Common Stock ”), of the Company, representing approximately 93.5% of the voting power of the Company;

WHEREAS , Zugel, certain trusts for members of Zugel’s family and Zugel’s current spouse (collectively, the “ Zugel Parties ”) are the holders of shares of class A common stock, par value $0.0001 per share (“ Class A Common Stock ”), of the Company, and/or class A units (“ Class A Units ”) of ZAIS Group Parent LLC (“ ZGP ”) exchangeable by the holder, under certain circumstances, for shares of Class A Common Stock, cash or a combination of cash and shares of Class A Common Stock, as the Company shall elect (the “ Holder Exchange Rights ”);

WHEREAS , Parent and Zugel have entered into that certain Share Purchase Agreement, dated as of September 5, 2017, with Ramguard LLC (as amended and restated as of the date of this Agreement, the “ SPA ”), pursuant to which Parent has agreed, subject to the terms and conditions of the SPA, to purchase 6,500,000 shares of Class A Common Stock (the “ Ramguard Shares ”) held by Ramguard LLC (“ Ramguard ”) and its Affiliates;

WHEREAS , Parent, each member of Parent (collectively, the “ LLC Members ”) and the Zugel Parties (collectively, the “ Parent Group ”) desire to become the sole owners of all of the equity interests in the Company;

WHEREAS , the board of directors of the Company (the “ Company Board ”) has established a special committee consisting solely of independent and disinterested directors (the “ Special Committee ”) that, among other things, is to review, evaluate, consider and negotiate the Merger and the other transactions contemplated by this Agreement (collectively, the “ Transactions ”) and make a recommendation to the Company Board with respect thereto;

WHEREAS , subject to the terms and conditions provided herein, at the Effective Time, Merger Sub will merge (the “ Merger ”) with and into the Company, with the Company continuing as the surviving corporation, pursuant to which each share of Class A Common Stock and each Company RSU (as defined herein), in each case, other than as provided in Section 2.01 , will be canceled and converted into the right to receive cash in an amount equal to $4.10, without interest (the “ Merger Consideration ” , and, in the aggregate, the “ Aggregate Merger Consideration ”), and, following the Merger, assuming consummation of the purchase of the Ramguard Shares as contemplated by the SPA, the Parent Group will own, beneficially and of record, all of the issued and outstanding shares of capital stock of the Surviving Corporation (with the exception of any shares of Class A Common Stock acquired pursuant to an exercise of Holder Exchange Rights by a holder of Class A Units who is not a member of the Parent Group (“ Exchange Shares ”) and any shares of Class A Common Stock or Company RSUs, a holder of which has agreed with Parent will not be converted into the right to receive the Merger Consideration, each such agreement to be set forth in a fully-executed agreement to such effect between Parent and such holder in a form approved by the Company (acting upon a resolution adopted by the Special Committee) (the “ Rollover Shares ”));

WHEREAS , immediately prior to consummation of the Merger, ZGP shall redeem a number of outstanding Class A Units held by the Company corresponding to the number of outstanding shares of Class A Common Stock that as of immediately prior to the Merger are to be converted into the right to receive the Merger Consideration for an amount equal to the Aggregate Merger Consideration (the “ Unit Redemption ”);

WHEREAS , it is intended that, for U.S. federal income tax purposes, the Merger be treated as a redemption by the Company of shares of Class A Common Stock from the holders thereof in exchange for the Merger Consideration;

WHEREAS , the Special Committee has unanimously (i) determined that the terms of this Agreement and the Transactions are fair to and in the best interests of the Company and the holders of shares of Class A Common Stock (other than the Parent Group, Ramguard, any holders of Rollover Shares or Exchange Shares, and their respective Affiliates), (ii) recommended to the Company Board that the Company Board adopt resolutions approving and declaring advisable this Agreement and the Transactions and (iii) recommended that the holders of capital stock of the Company entitled to vote, vote to adopt this Agreement and the Transactions (such recommendation, the “ Special Committee Recommendation ”);

WHEREAS , the Company Board, based on the Special Committee Recommendation, has (i) determined that the terms of this Agreement and the Transactions are fair to and in the best interests of the Company and the holders of shares of Class A Common Stock (other than the Parent Group, Ramguard, any holders of Rollover Shares or Exchange Shares, and their respective Affiliates), (ii) approved and declared advisable this Agreement and the Transactions and (iii) resolved to recommend to the holders of capital stock of the Company entitled to vote that such holders vote to adopt this Agreement and the Transactions (such recommendation, the “ Company Board Recommendation ”);

WHEREAS , each member of the Parent Group has delivered to the Company an executed Voting Agreement in substantially the form attached hereto as Exhibit A-1 and each of Ramguard and its Affiliates has delivered to the Company an executed Voting Agreement in substantially the form attached hereto as Exhibit A-2 (each a “ Voting Agreement ” and, together, the “ Voting Agreements ”);

WHEREAS, concurrently with the execution of this Agreement, Parent and ZGP have entered into an Investment Agreement, in the form attached as Exhibit B hereto (the “ Investment Agreement ”), pursuant to which Parent will acquire Class A Units of ZGP in exchange for $12,649,676.70 of cash, the proceeds from which are intended to fund a portion of the Unit Redemption;

WHEREAS , the board of directors of Merger Sub has (i) determined that the terms of this Agreement and the Transactions are fair to and in the best interests of Merger Sub and its sole stockholder and (ii) approved and declared advisable this Agreement and the Transactions; and

WHEREAS , it is intended that all of the Class A Units held by the Zugel Parties and outstanding as of the date hereof and all Class A Units acquired pursuant to the Investment Agreement shall remain outstanding as of the consummation of the Merger and the other Transactions, and that no holder of such Class A Units will exercise any Holder Exchange Rights at or prior to the Effective Time.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, the Company, Merger Sub and Parent hereby agree as follows:

Article I

THE MERGER

Section 1.01 The Merger . Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. Following the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation in the Merger (the “ Surviving Corporation ”). The Merger shall have the effects set forth in this Agreement and the DGCL.

Section 1.02 Closing . The closing of the Merger (the “ Closing ”) will take place at 9:00 a.m., New York City time, as soon as practicable, but in any event no later than five Business Days after satisfaction or (to the extent permitted by Law and this Agreement) waiver of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by Law and this Agreement) waiver of those conditions), at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004, unless another time, date or place is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “ Closing Date ”.

Section 1.03 Effective Time . Subject to the provisions of this Agreement, as promptly as practicable on the Closing Date, the Company shall file a certificate of merger (the “ Certificate of Merger ”), in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and the parties shall make all other filings and recordings required under the DGCL. The Merger shall become effective at such date and time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such subsequent date and time as the Company (with the approval of the Special Committee) and Parent shall agree and specify in the Certificate of Merger. The date and time at which the Merger becomes effective is referred to in this Agreement as the “ Effective Time ”.

Section 1.04 Certificate of Incorporation and Bylaws . At the Effective Time, the certificate of incorporation and bylaws of the Company shall be amended so as to read in their entirety as set forth in Exhibit C and Exhibit D hereto, respectively, and, as so amended, shall be the certificate of incorporation and bylaws of the Surviving Corporation until thereafter amended in accordance with their respective terms and the DGCL.

Section 1.05 Directors . The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until their respective successors are duly elected or appointed and qualified in the manner provided in the certificate of incorporation and bylaws of the Surviving Corporation, or until their earlier death, resignation or removal, or otherwise as provided by Law.

Section 1.06 Officers . The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until their respective successors are duly elected or appointed and qualified in the manner provided in the certificate of incorporation and bylaws of the Surviving Corporation, or until their earlier death, resignation or removal, or otherwise as provided by Law.

Article II

EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE COMPANY; EXCHANGE OF CERTIFICATES; Restricted stock UNITS

Section 2.01 Effect on Capital Stock .

(a) At the Effective Time, by virtue of the Merger and without any action on the part of the Company or Merger Sub or the holder of any shares of capital stock of the Company or any shares of capital stock of Merger Sub:

(i) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be canceled and shall cease to exist and the holder thereof shall cease to have any rights with respect thereto.

(ii) Each share of Class A Common Stock that is held in treasury by the Company shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

(iii) Each (A) share of Class A Common Stock or Class B Common Stock owned by any member of the Parent Group as of the date hereof, (B) share of Class A Common Stock that Parent has agreed to purchase pursuant to the SPA, (C) Rollover Share and (D) Exchange Share (collectively, the “ Excluded Shares ”) shall remain outstanding after the Effective Time.

(iv) Each share of Class A Common Stock, other than the Excluded Shares and any shares that constitute Appraisal Shares (except to the extent otherwise provided in Section 2.01(d) ), shall be converted into the right to receive the Merger Consideration, and at the Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any of such shares of Class A Common Stock (each, a “ Certificate ”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration.

(b) At the Effective Time, by virtue of the Merger and without any action on the part of any holder of a Company RSU, all Company RSUs outstanding immediately prior to the Effective Time, other than any such Company RSU that constitutes a Rollover Share, shall terminate and be cancelled and converted into the right to receive, in respect of each share of Class A Common Stock underlying such Company RSU, an amount in cash equal to the Merger Consideration, less applicable taxes required to be withheld with respect to such payment in accordance with Section 2.02(g) . At or prior to the Effective Time, the Company, the Company Board and the compensation committee of the Company Board, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of this Section 2.01(b) .

(c) The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Class A Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Class A Common Stock occurring on or after the date of this Agreement and prior to the Effective Time to provide each holder of shares of Class A Common Stock and Company RSUs not constituting Excluded Shares with the economic effect of the Merger Consideration.

(d) Notwithstanding anything in this Agreement to the contrary, each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) that is held by any holder who is entitled to demand, and properly demands, appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“ Section 262 ”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(a)(iv) , but instead such holder shall be entitled to payment of the fair value of such share in accordance with the provisions of Section 262 (each such share, an “ Appraisal Share ”). At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(a)(iv) . The Company shall give prompt notice to Parent of any demands for appraisal of any shares of Class A Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Section 2.02 Exchange Fund .

(a) Paying Agent . Prior to the Closing Date, the Company shall appoint a bank or trust company reasonably acceptable to Parent to act as paying agent (the “ Paying Agent ”) for the payment of the Merger Consideration and, in connection therewith, shall enter into an agreement with the Paying Agent. At or prior to the Effective Time, the Company shall deposit, or cause to be deposited, with the Paying Agent cash in an amount equal to the Aggregate Merger Consideration payable in respect of all shares of Class A Common Stock and Company RSUs entitled to receive the Merger Consideration (such aggregate cash being hereinafter referred to as the “ Exchange Fund ”).

(b) Exchange Procedures .

(i) As promptly as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of shares of Class A Common Stock (other than Excluded Shares) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates, if any, shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall otherwise be in customary form reasonably satisfactory to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of shares of Class A Common Stock (other than Excluded Shares) shall, upon surrender to the Paying Agent of any such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Class A Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(a)(iv) , without any interest thereon and less any required withholding of taxes, and any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Class A Common Stock (other than Excluded Shares) which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name the Certificate so surrendered is registered if any such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered or transferred as contemplated by this Section 2.02(b)(i) , each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II . No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II .

(ii) As promptly as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of Company RSUs (other than any constituting Rollover Shares) a letter of certification whereby each holder of such Company RSUs shall certify to the Surviving Corporation that it holds, free and clear of all Liens, its Company RSUs. Each holder of record of Company RSUs shall, upon delivery of such letter of certification, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of Company RSUs shall have been converted into the right to receive pursuant to Section 2.01(b) , in respect of each share of Class A Common Stock underlying such Company RSU, without any interest thereon and less any required withholding of taxes. Until paid for as contemplated by this Section 2.02(b)(ii) , each award of Company RSUs shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Company RSUs pursuant to this Article II , in respect of each share of Class A Common Stock underlying such Company RSU. No interest shall be paid or will accrue on any cash payable to holders of Company RSUs pursuant to the provisions of this Article II .

(c) No Further Ownership Rights . All cash paid upon the surrender of Certificates or delivery of a letter of certification, as applicable, in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Class A Common Stock formerly represented by such Certificates or the Company RSUs relating to such letters of certification. If, after the Effective Time, any Certificate formerly representing any shares of Class A Common Stock are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash to the holder thereof as provided in this Article II .

(d) Termination of the Exchange Fund . Any portion of the Exchange Fund that remains undistributed to the former holders of shares of Class A Common Stock and Company RSUs six months after the Effective Time shall be delivered to the Surviving Corporation (or its designee(s)), upon demand, and any holders of shares of Class A Common Stock or Company RSUs who have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation for, and the Surviving Corporation shall remain liable for, payment of their claims for the Merger Consideration pursuant to the provisions of this Article II .

(e) No Liability . None of Parent, Merger Sub, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any cash from the Exchange Fund delivered to a public official in compliance with any applicable state, federal or other abandoned property, escheat or similar Law. If any Certificate shall not have been surrendered prior to the date on which the related Merger Consideration would escheat to or become the property of any Governmental Entity, any such Merger Consideration shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

(f) Lost Certificates . If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond or surety in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against them with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.

(g) Withholding Rights . Notwithstanding anything in this Agreement to the contrary, the Company, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from amounts otherwise payable pursuant to this Agreement to any Person such amounts as the Company, the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”) or any other applicable provision of tax Law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by the Company, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made by the Company, the Surviving Corporation or the Paying Agent.

Article III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND MERGER SUB

Except as disclosed in the Company SEC Documents (excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature) or in the Company Disclosure Schedule, the Company and Merger Sub, jointly and severally, hereby represent and warrant to Parent as of the date hereof and as of the Closing Date as follows:

Section 3.01 Corporate Organization . The Company (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and (b) has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted. Merger Sub is a wholly-owned Subsidiary of the Company, and was formed specifically for the Transactions and has conducted no operations and incurred no obligations other than in connection with the Transactions.

Section 3.02 Capitalization.

(a) The authorized capital stock of the Company consists of 180,000,000 shares of Class A Common Stock, 20,000,000 shares of Class B Common Stock, and 2,000,000 shares of preferred stock, par value $0.0001 per share (“ Preferred Stock ”). As of the close of business on January 5, 2018, (i) 14,555,113 shares of Class A Common Stock were issued and outstanding, (ii) zero shares of Class A Common Stock were held in the Company’s treasury, (iii) 103,683 shares of Class A Common Stock remain to be issued upon the conversion of outstanding Company RSUs granted under the Company’s 2015 Stock Incentive Plan, (iv) 20,000,000 shares of Class B Common Stock were issued and outstanding, and (v) no shares of Preferred Stock were issued and outstanding. Except as set forth in the preceding sentence, no options to purchase any shares of capital stock of the Company have been granted and no shares of capital stock of the Company have been issued. All of the issued and outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, of which 1,000 shares are issued and outstanding and held beneficially and of record by the Company.

(b) Except as set forth above in Section 3.02(a) , (i) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity securities of the Company or Merger Sub, (B) any securities convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity securities of the Company or Merger Sub, (C) any warrants, calls, options or other rights to acquire from the Company or Merger Sub, or any obligation of the Company or Merger Sub to issue, any shares of capital stock, voting securities, equity interests or securities convertible into or exchangeable for capital stock or voting securities of the Company or Merger Sub, or (D) any stock appreciation rights, “phantom” stock rights, performance units, rights to receive shares of capital stock of the Company or Merger Sub on a deferred basis or other rights that are linked to the value of shares of capital stock of the Company or Merger Sub and (ii) there are no outstanding obligations of the Company or Merger Sub to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Section 3.03 Authority; Approval.

(a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions, subject, in the case of the consummation of the Merger, to receipt of the Stockholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the consummation of the Merger, to receipt of the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “ Bankruptcy and Equity Exception ”).

(b) Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions, subject, in the case of the consummation of the Merger, to receipt of the approval of the Company as sole stockholder of Merger Sub. The execution and delivery of this Agreement by Merger Sub and the consummation by Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of Merger Sub. This Agreement has been duly executed and delivered by Merger Sub and, assuming the due authorization, execution and delivery by Parent and the Company, constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, subject, as to enforceability, to the Bankruptcy and Equity Exception.

(c) The Special Committee and the Company Board, acting based on the recommendation of the Special Committee, at meetings duly called and held at which a quorum was present and voting, have respectively approved this Agreement and the Transactions and determined that this Agreement and the Transactions are, as of the date of this Agreement, advisable and fair to, and in the best interests of, the holders of Class A Common Stock (other than the Parent Group, Ramguard, any holders of Rollover Shares or Exchange Shares, and their respective Affiliates) and authorized the Special Committee Recommendation and the Company Board Recommendation, respectively.

Section 3.04 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by the Company and Merger Sub do not, and the performance of this Agreement and the consummation of the Transactions by the Company and Merger Sub will not, (i) conflict with or violate the organizational documents of the Company or Merger Sub, (ii) conflict with or violate any statute, law, rule, regulation, ordinance or other requirement of any Governmental Entity (“ Law ”) or any Judgment applicable to the Company or any Subsidiary or any of their respective properties or assets, (iii) result in any breach of or constitute a default (or an event which with or without notice or lapse of time or both would become a default) under, result in the loss of a benefit under or give rise to any right of termination, amendment, acceleration, increased payment or cancellation of, any contract, agreement, obligation, commitment, lease, license, permit, franchise or other instrument, whether written or oral (each, a “ Contract ”) to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries, except, in the case of clauses (ii), (iii) and (iv), for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, would not have, or reasonably be expected to have, a Material Adverse Effect.

(b) The execution and delivery of this Agreement by the Company and Merger Sub do not, and the performance of this Agreement and the consummation of the Transactions by the Company and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign (each a “ Governmental Entity ”), except (i) for (A) the filing with the Securities and Exchange Commission (the “ SEC ”) of (x) the Company Proxy Statement, (y) the Rule 13E-3 transaction statement on Schedule 13E-3 relating to the Transactions to be filed with the SEC (as amended or supplemented from time to time, the “ Schedule 13E-3 ”) and (c) such reports under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) as may be required in connection with this Agreement, the Merger and the other Transactions, (B) the FCA Approval and (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL (and appropriate related documents with the relevant authorities of other states in which the Company is qualified to do business), and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect or reasonably be expected to prevent or materially delay the consummation of the Transactions.

Section 3.05 Proceedings . There are no Proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective assets or properties, except for any Proceedings that, individually or in the aggregate, would not, and would not reasonably be expected to, have a Material Adverse Effect.

Section 3.06 Opinion of Special Committee’s Financial Advisor . The Special Committee has received the opinion of Houlihan Lokey Capital, Inc. to the effect that, as of the date of such opinion and based on and subject to the assumptions, limitations, qualifications and conditions set forth therein, the Merger Consideration to be received by holders of Class A Common Stock (other than the Parent Group, Ramguard, any holders of Rollover Shares or Exchange Shares, and their respective Affiliates) in the Merger pursuant to this Agreement is fair to such holders from a financial point of view.

Section 3.07 Stockholder Approval . The Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock that is necessary under applicable Law and the Company’s certificate of incorporation and bylaws to adopt, approve or authorize this Agreement and consummate the Merger and other Transactions.

Section 3.08 Brokers . No broker, finder or investment banker, other than Houlihan Lokey Capital, Inc. and the Advisory Firm, is entitled to any broker’s, finder’s or financial advisor’s fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company or Merger Sub. The Special Committee has furnished to Parent a true and complete copy of the engagement letter with Houlihan Lokey Capital, Inc. related to the services provided to the Special Committee in connection with the Transactions.

Section 3.09 Information Supplied . None of the information supplied or to be supplied in writing by or on behalf of the Company for inclusion or incorporation by reference in (i) the Schedule 13E-3 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Company Proxy Statement will, at the date it is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transaction contemplated by this Agreement, to the extent relating to the Company or other information supplied by or on behalf of the Company for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act of 1933, as amended (the “ Securities Act ”) or the Exchange Act, as applicable, and each such document required to be filed with any Governmental Entity (other than the SEC) will comply in all material respects with the provisions of applicable Law as to the information required to be contained therein. Notwithstanding the foregoing, no representation or warranty is made by the Company or Merger Sub with respect to statements made or incorporated by reference in the Schedule 13E-3 or the Company Proxy Statement based on information supplied by any member of the Parent Group for inclusion or incorporation by reference therein.

Article IV

REPRESENTATIONS AND WARRANTIES OF
PARENT

Parent hereby represents and warrants to the Company and Merger Sub as of the date hereof and as of the Closing Date as follows:

Section 4.01 Organization . Parent is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and was formed specifically for the purpose of entering into the SPA and this Agreement and has conducted no operations and incurred no obligations other than in connection with the SPA and the Transactions.

Section 4.02 Ownership; SPA and LLC Agreement .

(a) As of the date of this Agreement, the members of the Parent Group, collectively, beneficially own 487,494 shares of Class A Common Stock, 20,000,000 shares of Class B Common Stock, zero Company RSUs and 5,600,000 Class A Units. Set forth on Schedule A to this Agreement is a listing of each member of the Parent Group, the number of shares of Class A Common Stock, Class B Common Stock and Company RSUs as to which such Parent Group member has the sole or shared right to vote or direct the voting (and the name of each Person having sole or shared rights to vote or to direct the voting), and the number of shares of Class A Common Stock, Class B Common Stock and Company RSUs as to which such Parent Group member has the sole or shared right to dispose or direct the disposition (and the name of each Person having sole or shared rights to dispose or to direct the disposition). Neither Parent, nor any other member of the Parent Group nor any of their respective Affiliates has entered into any agreement, arrangement or understanding with any stockholder or employee of the Company or any of their respective Affiliates or family members other than the SPA, the Class B Trust, and agreements or arrangements among members of the Parent Group relating to Parent or this Agreement as disclosed to the Company prior to the execution of this Agreement. Zugel is the sole managing member of Parent and has the sole right to vote all shares of Class B Common Stock held in the Class B Trust.

(b) Prior to execution of this Agreement, Parent has delivered to the Company, true and correct copies of the SPA and the Second Amended and Restated Limited Liability Company Agreement of Parent (the “ LLC Agreement ”). Each of the SPA and the LLC Agreement is a legal, valid, binding and enforceable obligation and, to the knowledge of Parent, is in full force and effect and enforceable in accordance with its terms, except as may be affected by the Bankruptcy and Equity Exception. No condition exists or event has occurred which (whether with or without the giving of notice or lapse of time) would (i) constitute a default by Parent or, to the knowledge of Parent, Ramguard, or result in a right of termination of the SPA or (ii) excuse any LLC Member from performing such LLC Member’s obligation to make a capital contribution to Parent. Under the terms of the LLC Agreement, Zugel has the right to require the LLC Members to make capital contributions sufficient to fund the cash portion of the purchase price payable pursuant to the SPA and the consideration payable pursuant to the Investment Agreement. No condition exists or event has occurred which (whether with or without the giving of notice or lapse of time) would constitute a default by Zugel or, to the knowledge of Parent, any other party, or result in a right of termination of the LLC Agreement. To the knowledge of Parent, at the time of the closing of the transactions contemplated by the SPA and the Investment Agreement, Parent will have sufficient funds available to consummate such transactions.

Section 4.03 Authority Relative to this Agreement . Parent has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and the performance of its obligations hereunder have been duly and validly authorized by all necessary limited liability company action on the part of Parent. This Agreement has been duly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Company and Merger Sub, constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject, as to enforceability, to the Bankruptcy and Equity Exception.

Section 4.04 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement will not, (i) conflict with or violate any provision of Parent’s organizational documents, (ii) conflict with or violate any Laws or any Judgment applicable to Parent or its properties or assets, (iii) result in any breach of or constitute a default (or an event which, with or without notice, lapse of time or both, would become a default) under, result in the loss of a material benefit under or give to others any right of termination, amendment, acceleration, increased payments or cancellation of, any Contract to which Parent is a party or by which its properties or assets are bound, or (iv) result in the creation of any Lien upon any of the assets or properties of Parent, except in the case of clauses (ii), (iii) and (iv), for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, would not reasonably be expected to prevent or materially delay the performance by Parent of any of its obligations under this Agreement.

(b) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except for (i) the filing with the SEC of (A) the Schedule 13E-3 and (B) such reports under the Exchange Act as may be required in connection with this Agreement, (ii) the FCA Approval, and (iii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, would not, and would not reasonably be expected to, prevent or materially delay the performance by Parent of any of its obligations under this Agreement.

Section 4.05 Proceedings . There are no Proceedings pending or, to the knowledge of Parent, threatened against Parent or Zugel or any of their respective assets or properties, except for any Proceedings that, individually or in the aggregate, would not, and would not reasonably be expected to, prevent or materially delay the performance by Parent of any of its obligations under this Agreement.

Section 4.06 Information Supplied. None of the information supplied or to be supplied in writing by or on behalf of any member of the Parent Group for inclusion or incorporation by reference in (i) the Schedule 13E-3 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Company Proxy Statement will, at the date it is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any member of the Parent Group is responsible for filing with the SEC in connection with the transaction contemplated by this Agreement, to the extent relating to the members of the Parent Group or other information supplied by or on behalf of any member of the Parent Group for inclusion therein, will comply as to form, in all mate rial respects, with the provisions of the Securities Act or Exchange Act, as applicable, and each such document required to be filed with any Governmental Entity (other than the SEC) will comply in all material respects with the provisions of applicable Law as to the information required to be contained therein. Notwithstanding the foregoing, no representation or warranty is made by Parent with respect to statements made or incorporated by reference in the Schedule 13E-3 or the Company Proxy Statement based on information supplied by the Company (other than information relating to, or provided to the Company by, any member of the Parent Group) for inclusion or incorporation by reference therein.

Section 4.07 No Other Representations . Parent acknowledges and agrees that, except as expressly set forth in Article III , neither the Company nor any other Person on its behalf has made or makes any express or implied representations or warranties. Parent represents, acknowledges and agrees that in making its decision to enter into this Agreement and to consummate the Transactions, it has relied solely upon the express representations and warranties of the Company set forth in Article III .

Article V

COVENANTS AND OTHER AGREEMENTS

Section 5.01 Conduct of Business of the Company . From the date of this Agreement until the Effective Time (or the earlier termination of this Agreement in accordance with its terms), except as required by applicable Law or as expressly required by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule or unless Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course of business consistent with past practice, and (ii) use its reasonable best efforts to maintain its assets and properties and preserve intact and maintain its business organization and goodwill of those having business relationships with any of it and to keep available the services of its present officers and employees on terms and conditions substantially comparable to those currently in effect. In addition to and without limiting the generality of the foregoing, from the date hereof until the Effective Time (or the earlier termination of this Agreement in accordance with its terms), except as required by applicable Law or as expressly required by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any of its Subsidiaries to:

(a) adopt or propose any change in, or amendment of, its certificate of incorporation or by-laws or other comparable organizational documents;

(b) (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property) in respect of any of its capital stock (other than dividends or distributions declared, set aside, made or paid by any wholly-owned Subsidiary to the Company or to another wholly-owned Subsidiary), (ii) split, combine, subdivide or reclassify any of its capital stock, or (iii) repurchase, redeem or otherwise acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries (including any options, warrants or any security exercisable for or convertible into such capital stock or securities), other than, in the cases of the foregoing clauses (i) and (iii), distributions, repurchases, redemptions or other acquisitions by any of the Company’s Subsidiaries as may be necessary or appropriate to enable the Company to pay the Merger Consideration;

(c) issue, sell, grant, pledge or otherwise encumber any shares of the capital stock or other securities of the Company or any of its Subsidiaries (including any options, warrants or any security exercisable for or convertible into such capital stock or securities);

(d) merge or consolidate with any other Person or acquire any assets or capital stock of any other Person;

(e) sell, lease, license, subject to a Lien, or otherwise surrender, relinquish or dispose of any materials assets, other than (i) as set forth in Section 5.01(e) of the Company Disclosure Schedule or (ii) in the ordinary course of business consistent with past practice;

(f) (i) make any loans, advances or capital contributions to, or investments in, any Person other than investments in the ordinary course of business consistent with past practice, (ii) create, incur, guarantee or assume any indebtedness for borrowed money, issuances of debt securities, guarantees, loans or advances, other than in ordinary course of business consistent with past practice, or (iii) make or commit to make any capital expenditure other than in the ordinary course of business consistent with past practice and as contemplated by the Company’s capital expenditure budget;

(g) (i) amend or otherwise modify benefits under any “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended), or any other equity incentive, compensation, severance, employment, change in control, retention, fringe benefit, collective bargaining, bonus, incentive, savings, retirement, deferred compensation or other benefit plan, agreement, program, policy or arrangement (“ Company Plan ”), (ii) accelerate the payment or vesting of benefits or amounts payable or to become payable under any Company Plan or (iii) terminate or establish any Company Plan, in each case, other than in the ordinary course of business consistent with past practice;

(h) enter into any new employment agreements with, or increase the compensation of, any officer or director, or, other than in the ordinary course of business, any employee, consultant, representative or agent of the Company or any Subsidiary (including entering into any bonus, severance, change of control, termination, reduction-in-force or consulting agreement or other employee benefits arrangement or agreement pursuant to which such Person has the right to any form of compensation from the Company or such Subsidiary), other than as required by written agreements in effect on or prior to the date of this Agreement with such Person, or otherwise amend in any material respect any existing agreements with any such Person;

(i) settle or compromise any material Proceeding, except as permitted under Section 5.08 of this Agreement;

(j) enter into, renew, extend, amend or terminate any material Contract, other than in the ordinary course of business consistent with past practice; or

(k) agree or commit to do any of the foregoing.

Section 5.02 Company Stockholders Meeting; Preparation of Company Proxy Statement Materials .

(a) The Company shall take all action necessary to duly call, give notice of, convene, and hold a meeting of the Company’s stockholders (the “ Company Stockholders Meeting ”) for the purpose of seeking the Stockholder Approval and the Majority of the Minority Approval as soon as reasonably practicable after the date of this Agreement (and, in any event, within forty-five (45) days of the initial mailing of the Company Proxy Statement to the holders of Class A Common Stock) and receipt of confirmation from the SEC that it has no further comments on the Company Proxy Statement; provided , however , that nothing contained herein shall limit the Company’s ability to adjourn the Company Stockholders Meeting to the extent necessary or appropriate to provide additional time to solicit proxies to obtain the Stockholder Approval and Majority of the Minority Approval. Except to the extent that the Company Board shall have effected an Adverse Company Recommendation as permitted by Section 5.03 , the Company Proxy Statement shall include the Company Board Recommendation. Subject to Section 5.03 , the Company shall use reasonable best efforts to: (i) solicit from the holders of Class A Common Stock proxies in favor of the adoption of this Agreement and approval of the Merger; and (ii) take all other actions necessary or advisable to secure the Stockholder Approval and the Majority of the Minority Approval. Other than the proposals required to obtain the Stockholder Approval and the Majority of the Minority Approval and the Adjournment Proposal, the Company shall not submit any other proposals for approval at the Company Stockholders Meeting without the prior written consent of Parent. The Company shall keep Parent updated with respect to proxy solicitation results as requested by Parent. Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent (other than: (A) in order to solicit additional proxies for the purpose of obtaining the Stockholder Approval or the Majority of the Minority Approval; or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined after consultation with outside counsel is required under applicable Law).

(b) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare, in consultation with Parent, and file with the SEC the Company Proxy Statement in preliminary form. Parent and the Company will cooperate and consult with each other in the preparation of the Company Proxy Statement. Without limiting the generality of the foregoing, Parent will furnish the Company the information relating to it and the other members of the Parent Group required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Company Proxy Statement. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto, without providing Parent and its Representatives a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered in good faith by the Company). The Company shall cause the Company Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the holders of Class A Common Stock and at the time of the Company Stockholders Meeting, to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and the Company shall use its reasonable best efforts to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the holders of Class A Common Stock as promptly as practicable following filing with the SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Company Proxy Statement. The Company shall, as promptly as practicable: (i) notify Parent of the receipt of any comments from the SEC with respect to the Company Proxy Statement and any request by the SEC for any amendment to the Company Proxy Statement or for additional information; (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Company Proxy Statement and (iii) advise Parent of any oral comments with respect to the Company Proxy Statement received from the SEC.

(c) If, at any time prior to receipt of the Stockholder Approval or the Majority of the Minority Approval, any information relating to the Company or the Parent Group, respectively, or any of their respective Affiliates, should be discovered by the Company or Parent which, in the reasonable judgment of the Company or Parent, respectively, should be set forth in an amendment of, or a supplement to, the Company Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company or Parent (as applicable) shall promptly notify the other party of such discovery and shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Company Proxy Statement and, to the extent required by applicable Law, in disseminating the information contained in such amendment or supplement to the holders of Class A Common Stock. Nothing in this Section 5.02(c) shall limit the obligations of the parties under Section 5.02(b) .

(d) The Company and Parent shall, and Parent shall cause each other member of the Parent Group to, cooperate to (i) concurrently with the preparation and filing by the Company of the Company Proxy Statement, jointly prepare the Schedule 13E-3 and file it with the SEC and provide each other all information concerning such party (including, in the case of Parent, each other member of the Parent Group) as may reasonably be requested in connection with the preparation and filing of the Schedule 13E-3, (ii) resolve any comments from the SEC and provide each other with copies of all correspondence between such party and its Representatives, on the one hand, and the SEC, on the other hand, and (iii) as promptly as reasonably practicable after consulting with each other, prepare and file any amendments or supplements necessary to be filed in response to any such comments. The Company and Parent shall use reasonable best efforts to have the Schedule 13E-3 cleared by the SEC as promptly as reasonably practicable after the filing thereof.

Section 5.03 No Solicitation; No Adverse Company Recommendation .

(a) Except as contemplated by this Agreement, the Company shall not, and shall cause its Subsidiaries and the Company’s and its Subsidiaries’ respective officers, directors, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “ Representatives ”) not to, directly or indirectly:

(i) initiate, solicit, knowingly encourage, knowingly induce or knowingly assist any inquiry or the making, submission or announcement of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal;

(ii) execute or enter into any Contract with respect to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement pursuant to the terms and conditions of Section 5.03(c) ); or

(iii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide or furnish any information or data relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, records or personnel of the Company or any of its Subsidiaries to any Person (other than Parent any of its Affiliates or Representatives) with respect to, or otherwise cooperate in any way with, any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal.

(b) Notwithstanding Section 5.03(a) , following the receipt by the Company of an Acquisition Proposal (which Acquisition Proposal did not result from a breach of this Section 5.03 ), (i) the Company Board and the Special Committee shall be permitted to participate in discussions regarding such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal and (ii) if the Company Board or any committee thereof (including the Special Committee) determines in good faith (A) that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and (B) after consultation with outside legal counsel, that failure to take the actions set forth in clauses (x) and (y) below with respect to such Acquisition Proposal would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law, then the Company and its Representatives may, in response to such Acquisition Proposal, (x) furnish access and non-public information with respect to the Company and its Subsidiaries to the Person who has made such Acquisition Proposal pursuant to an Acceptable Confidentiality Agreement and to such Person’s Representatives, to the extent permitted by the Acceptable Confidentiality Agreement and (y) participate in discussions and negotiations regarding such Acquisition Proposal.

(c) The Company shall promptly (and, in any event, within two (2) Business Days) notify Parent if any inquiries, proposals or offers with respect to an Acquisition Proposal are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, the Special Committee or any of its Representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers (including copies of any written requests, proposals or offers, including proposed agreements) and thereafter shall keep Parent reasonably informed, on a reasonably current basis, of the status and terms of any such proposals or offers (including any amendments thereto) and the status of any such discussions or negotiations.

(d) The Company Board or any committee thereof (including the Special Committee) shall not make an Adverse Company Recommendation, other than in accordance with Section 5.03(e) and Section 5.03(f) . For purposes of this Agreement, an “ Adverse Company Recommendation ” means the Company Board or any committee thereof (including the Special Committee) (i) withdrawing, amending, modifying, or materially qualifying, in a manner adverse to Parent or the Transactions, the Company Board Recommendation; (ii) failing to include the Company Board Recommendation in the Company Proxy Statement that is mailed to the holders of Class A Common Stock or the Schedule 13E-3; (iii) publicly recommending an Acquisition Proposal; (iv) failing to recommend against acceptance of any tender offer or exchange offer for the shares of Class A Common Stock within ten Business Days after the commencement of such offer; (v) failing to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within ten (10) Business Days after the date any Acquisition Proposal (or material modification thereto) is first publicly disclosed by the Company or the Person making such Acquisition Proposal; (vi) making any public statement inconsistent with the Company Board Recommendation; or (vii) resolving or agreeing to take any of the foregoing actions.

(e) Notwithstanding the foregoing, the Company Board or any committee thereof (including the Special Committee) may make an Adverse Company Recommendation in response to (i) a Superior Proposal received by the Company Board or any committee thereof (including the Special Committee) or (ii) an Intervening Event, in each case, after the date of this Agreement and to the extent it determines in good faith, after consultation with outside legal counsel, that failure to do so would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law, but only if the Company shall have first provided Parent prior written notice, at least five (5) Business Days in advance, that the Company Board or such committee intends to make such Adverse Company Recommendation and is prepared to terminate this Agreement and, in the case of a Superior Proposal, to enter into a Contract with respect to such Superior Proposal, and disclosing the material terms and conditions of the transaction that constitutes such Superior Proposal and the identity of the party making such Superior Proposal or, in the case of an Intervening Event, details of the fact, change, development, event or circumstance constituting an Intervening Event and the analysis of the Company Board or such committee of the financial impact of such Intervening Event.

(f) Nothing contained in this Section 5.03 or elsewhere in this Agreement shall be deemed to prohibit the Company Board or any committee thereof (including the Special Committee) from disclosing to the stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act; provided , that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Section 14d-9(f) under the Exchange Act) shall be deemed to be an Adverse Company Recommendation unless the Company Board expressly reaffirms its recommendation to the Company’s stockholders in favor of the approval of this Agreement and the Merger in such disclosure and expressly rejected any applicable Acquisition Proposal.

Section 5.04 Indemnification; Directors’ and Officers’ Insurance .

(a) All rights to indemnification, advancement of expenses and exculpation now existing in favor of each present and former director and officer of the Company or any of its Subsidiaries (acting in their capacity as such) (each, an “ Indemnified Person ”) as provided in the Company Charter and Company Bylaws, or in the certificate or articles of incorporation, bylaws, or similar documents of any Subsidiary, in effect as of the date of this Agreement, shall, with respect to matters occurring prior to the Effective Time, survive the Merger and continue in full force and effect after the Effective Time. During the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation and the certificate or articles of incorporation, bylaws or similar documents of its Subsidiaries shall, with respect to matters occurring at or prior to the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of the Indemnified Persons than are set forth in the Company Charter and Company Bylaws or in the certificate or articles of incorporation, bylaws or similar documents of its Subsidiaries in effect as of the date of this Agreement, and such provisions shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would materially adversely affect the rights thereunder, as of the Effective Time, of any Indemnified Person, with respect to matters occurring at or prior to the Effective Time.

(b) During the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent or the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) obtain and maintain directors’ and officers’ liability insurance for the Indemnified Persons with respect to matters occurring prior to the Effective Time on terms with respect to coverage and amount no less favorable in the aggregate than those of the directors’ and officers’ liability insurance policy obtained by the Company in effect on the date of this Agreement; provided , however , that in no event shall Parent and the Surviving Corporation be obligated to expend in order to obtain or maintain insurance coverage pursuant to this Section 5.04(b) any amount per annum in excess of 200% of the last annual premium paid by the Company for such insurance before the date of this Agreement (the “ Cap ”); and provided further , that if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Cap, Parent or the Surviving Corporation shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Cap. Prior to the Effective Time, the Company may purchase a six-year “tail” prepaid policy or policies on the Company’s current directors’ and officers’ liability insurance; provided that the Company shall use commercially reasonable efforts to obtain a stand-alone directors’ and officers’ insurance “tail” policy, if available, and provided, further, that the Company shall work diligently to obtain such “tail” policy at reasonable cost. In the event that such a “tail” policy is purchased prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and Parent and the Surviving Corporation shall have no obligations under the first sentence of this Section 5.04(b) so long as such “tail” policy is in full force and effect.

(c) In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys substantially all of its assets then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation (and their respective successors and assigns) assume the obligations of the Surviving Corporation (or its successors or assigns) under this Section 5.04 .

(d) The Surviving Corporation and Parent shall pay all reasonable, documented, out-of-pocket expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Person in successfully enforcing the indemnity and other obligations provided in this Section 5.04 . The provisions of this Section 5.04 shall survive the consummation of the Merger and expressly are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. Notwithstanding anything in this Agreement to the contrary, it is agreed that the rights of an Indemnified Person under this Section 5.04 shall be in addition to, and not a limitation of any other rights such Indemnified Person may have under the Company Charter, the Company Bylaws, any other indemnification arrangements, the DGCL or otherwise and nothing in this Section 5.04 shall have the effect of, or be construed as having the effect of, reducing the benefits to the Indemnified Persons under the Company Charter, the Company Bylaws, any other indemnification arrangements, the DGCL or otherwise with respect to matters occurring prior to the Effective Time.

Section 5.05 Notification of Certain Matters . Each of the parties shall promptly notify the other parties of (i) any notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with or relating to the Transactions, or from any Governmental Entity in connection with or relating to Transactions; provided , that the delivery of any notice pursuant to this Section 5.05 shall not limit or otherwise affect the remedies available to any party hereunder, (ii) any fact, circumstance, change or event that would be reasonably likely to cause any of the conditions in Article VI not to be satisfied or to cause the satisfaction thereof to be materially delayed and (iii) any Proceedings commenced or threatened against such party which seeks to prohibit, prevent or materially delay consummation of the Transactions; provided , further , that notwithstanding anything to the contrary in this Agreement, the failure by the Company, Merger Sub or their respective Representatives to provide such prompt notice under this Section 5.05 shall not constitute a breach of a covenant for any purpose under this Agreement.

Section 5.06 Publicity . The parties shall (a) consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the Merger and the other Transactions and shall not issue any such press release or make any such public statement prior to such consultation, and (b) shall cause their respective Affiliates and Representatives not to issue any press release or make any public statement with respect to the Merger and the other Transactions, in the case of each of (a) and (b) except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system. The parties agree that the initial press release to be issued with respect to the Transactions shall be in the form heretofore agreed to by the Company and Parent.

Section 5.07 Reasonable Best Efforts . Subject to the terms and conditions hereof and applicable Law, each of the parties hereto agrees to cooperate and use its reasonable best efforts to take, or cause to be taken, and Parent shall cause each other member of the Parent Group to take, all actions and to do, or cause to be done, all things necessary, proper or advisable to ensure that the conditions set forth in Article VI are satisfied and to consummate the Transactions as promptly as practicable. Parent agrees to use its reasonable best efforts to consummate the transactions contemplated by the SPA and the Investment Agreement.

Section 5.08 Litigation Support .

(a) The Company shall promptly advise Parent of any Proceeding involving the Company or any of its officers or directors, including the Special Committee, relating to this Agreement or the Transactions and shall keep Parent reasonably informed regarding the status of any such Proceeding. The Company shall give Parent the reasonable opportunity to participate in the defense or settlement of any such Proceeding, including on the terms described in Section 5.08 of the Company Disclosure Schedule .

(b) Parent shall promptly advise the Company of any Proceeding involving any member of the Parent Group or any of their respective Affiliates relating to this Agreement or the Transactions and shall keep the Company reasonably informed regarding the status of any such Proceeding.

(c) The parties shall reasonably cooperate and consult each other in good faith on any material decisions in the defense of any Proceedings described in this Section 5.08 .

Section 5.09 Section 16 Matters . Prior to the Effective Time, the Company shall take all such steps as may be required to cause any dispositions of Class A Common Stock or Company RSUs resulting from the Merger and the other Transactions by each individual who may become or is reasonably expected to become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 5.10 Takeover Statutes . If any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation (each a “Takeover Statute”) is or may become applicable to the Merger or the other Transactions, the Company shall take such actions as are within its power so as to eliminate or minimize the effects of such statute or regulation on such Transactions.

Section 5.11 Solvency Matters . The Company, at the direction of the Special Committee, shall retain an independent appraisal or valuation firm (the “ Advisory Firm ”) for purposes of obtaining from such firm a Solvency Opinion. Subject to the ability of the Advisory Firm to deliver a Solvency Opinion to the Company following the completion of the Advisory Firm’s review and analysis of the relevant facts, the Company shall obtain such Solvency Opinion from the Advisory Firm not later than ten (10) Business Days prior to the expected Closing Date.

Section 5.12 Independence of Special Committee . The Company will not, and Parent will ensure that no member of the Parent Group will seek to, remove any member of the Special Committee, disband the Special Committee or take any action that would limit the independence and authority of the Special Committee.

Section 5.13 No Further Agreements or Amendments . Neither Parent nor its Affiliates will enter into any new agreement, arrangement or understanding with Ramguard, or any of its Affiliates, or any other holder of Class A Common Stock or RSUs (other than members of the Parent Group as of the date hereof), or amend or terminate any current agreement, arrangement or understanding with Ramguard or its Affiliates, without the prior written consent of the Company pursuant to a resolution adopted by the Special Committee.

Article VI

CONDITIONS

Section 6.01 Conditions to Obligation of Each Party . The respective obligations of the Company, Merger Sub and Parent to consummate the Merger and the other Transactions, as applicable, are subject to the satisfaction at or prior to the Effective Time of each of the following conditions:

(a) Stockholder Approvals . Each of (i) the Stockholder Approval and (ii) the Majority of the Minority Approval shall have been obtained.

(b) No Order . No Law shall have been enacted or promulgated and no Judgment shall be in effect, in either case, which renders illegal or prohibits the consummation of the Transactions.

Section 6.02 Conditions to Obligations of the Company and Merger Sub . The respective obligations of the Company and Merger Sub to consummate the Merger and the other Transactions are subject to the satisfaction or waiver at or prior to the Effective Time of each of the following conditions:

(a) Representations and Warranties . The representations and warranties of Parent set forth in this Agreement shall have been true and correct in all material respects on and as of the date of this Agreement, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

(b) Covenants . Parent shall have performed and complied in all material respects with all of the covenants or agreements required under this Agreement to be performed or complied with by it at or prior to the Effective Time.

(c) Closing of SPA . The purchase of the Ramguard Shares pursuant to the SPA shall have been consummated in accordance with the terms of the SPA.

(d) Closing of Investment Agreement . The acquisition of Class A Units by Parent pursuant to the Investment Agreement shall have been consummated in accordance with the terms of the Investment Agreement.

Section 6.03 Conditions to Obligation of Parent . The obligations of Parent to consummate the Transactions are subject to the satisfaction or waiver at or prior to the Effective Time of each of the following conditions:

(a) Representations and Warranties . (i) The representations and warranties of the Company and Merger Sub set forth in Sections 3.01 , 3.02 , 3.03 , 3.04 and 3.08 shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on the Closing Date with the same force and effect as though made on and as of the Closing Date, except in each case, representations and warranties that are made as of a specific date shall have been true and correct only on and as of such date, and (ii) each of the other representations and warranties of the Company and Merger Sub contained in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct on the Closing Date with the same force and effect as though made on and as of the Closing Date, except (A) in each case, representations and warranties that are made as of a specific date shall have been true and correct only on and as of such date, and (B) where the failure of such representations or warranties to be true and correct (without giving effect to any materiality or Material Adverse Effect qualifications set forth therein), individually or in the aggregate, would not have a Material Adverse Effect.

(b) Covenants . The Company and Merger Sub shall have performed and complied in all material respects with all of the covenants or agreements required under this Agreement to be performed or complied with by each of them at or prior to the Effective Time.

(d) Company Transaction Expenses . The Company Transaction Expenses shall not exceed $4,500,000.

(e) Appraisal Shares . The number of shares of Class A Common Stock as to which a properly executed notice of appraisal has been received by the Company and not withdrawn as of immediately prior to the Effective Time (“ Appraisal Shares ”) shall not exceed 500,000 shares of Class A Common Stock, excluding any Appraisal Shares held by any member of the Parent Group, Ramguard, any holder of Rollover Shares or Exchange Shares, and any of their respective Affiliates.

(f) No Proceedings . There shall be no Covered Proceeding pending.

Section 6.04 Frustration of Closing Conditions . Parent may not (i) rely on the failure of any condition set forth in Section 6.01 or Section 6.03 to be satisfied if such failure was due to the failure of any member of the Parent Group to perform and comply in all material respects with the covenants and agreements in this Agreement to be performed or complied with by Parent prior to the Closing, (ii) rely on the failure of any condition set forth in Section 6.03(a) to be satisfied, or assert any other claim or right in respect of the failure of the representations and warranties described therein to be true and correct, if, on the date of this Agreement, Zugel or any other member of the Parent Group had actual knowledge of the failure of such representations and warranties to be true and correct, or (iii) rely on the failure of any condition set forth in Section 6.03(b) to be satisfied, or assert any other claim or right in respect of the failure by the Company or Merger Sub to comply with and perform its covenants and agreements required by this Agreement, if and to the extent such failure results from any action or omission taken or made by any member of the Parent Group with the actual knowledge of such Person that such action or omission would, or would reasonably be expected to, cause such condition not to be satisfied.

Article VII

TERMINATION

Section 7.01 Termination . This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time:

(a) by mutual written agreement of the Company and Parent (with respect to the Company, only pursuant to a resolution adopted by the Special Committee); or

(b) by either the Company or Parent (with respect to the Company, only pursuant to a resolution adopted by the Special Committee):

(i) if the Closing shall not have occurred on or before July 11, 2018 (the “ Outside Date ”); provided , however , that the right to terminate this Agreement under this Section 7.01(b)(i) shall not be available to any party if the failure of such party (or, in the case of the Company, the Company or Merger Sub) to perform any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date); provided , further , that the right to terminate this Agreement under this Section 7.01(b)(i) shall not be available to Parent if the failure of the Company or Merger Sub to perform any of its respective obligations of this Agreement was caused by any action (or failure to take any action) by any member of the Parent Group;

(ii) if any court of competent jurisdiction or other Governmental Entity shall have issued a Judgment restraining, enjoining or otherwise prohibiting the Merger and such Judgment shall have become final and nonappealable; provided , however , that the right to terminate this Agreement under this Section 7.01(b)(ii) shall not be available to any party if the failure of such party (or, in the case of the Company, the Company or Merger Sub) to perform any of its obligations under this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Judgment; or

(iii) if the Stockholder Approval or the Majority of the Minority Approval shall not have been obtained at the Company Stockholders Meeting (after taking into account any adjournment, postponement or recess thereof); provided , that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.01(b)(iii) if the failure to obtain the Stockholder Approval is due to the failure of one or more stockholder parties to the Voting Agreement to vote the shares beneficially owned by him, her or it in accordance with the Voting Agreement; or

(c) by the Company (only pursuant to a resolution adopted by the Special Committee) or Parent, if the Special Committee or the Company Board (acting based on the recommendation of the Special Committee) shall have made an Adverse Company Recommendation in accordance with Section 5.03 prior to the Effective Time.

Any proper and valid termination of this Agreement pursuant to Section 7.01 shall be effective immediately upon the delivery of written notice of the terminating party to the other party.

Section 7.02 Effect of Termination .

(a) In the event of the termination of this Agreement as provided in Section 7.01 , this Agreement shall forthwith become void and have no effect, and there shall be no liability on the part of the Company, Merger Sub or Parent or any of their respective Representatives, other than, (i) with respect to Parent and the Company, the obligations pursuant to this Section 7.02 and Article VIII , and (ii) with respect to Parent, the obligations set forth in the Confidentiality Agreement.

(b) In the event this Agreement is terminated by the Company or Parent pursuant to Section 7.01(c) , then the Company shall promptly reimburse all documented fees and expenses incurred by Parent and the other members of the Parent Group (including reasonable attorneys’ fees) arising out of or relating to this Agreement and the Transactions up to a maximum of $1,500,000 in toto (the “ Company Expense Reimbursement ”) .

(c) Upon payment of the Company Expense Reimbursement, the Company and Merger Sub shall have no further liability to Parent with respect to the Merger, this Agreement or the Transactions. The Company Expense Reimbursement shall be made by wire transfer of immediately available funds to an account designated by Parent.

(d) Notwithstanding anything to the contrary in this Agreement, if the Company is required to pay the Company Expense Reimbursement to Parent pursuant to this Agreement, Parent’s sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise), without prejudice to the remedy of specific performance set forth in Section 8.06(d) , against the Company and Merger Sub and any of their respective former, current and future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees (each a “ Company Related Party ” and collectively, the “ Company Related Parties ”) or any Affiliate of any Company Related Party for any breach, loss or damage shall be to terminate this Agreement and receive payment of the Company Expense Reimbursement, in each case, only to the extent provided by this Section 7.02 ; and upon payment of such amount, Parent shall have no rights or claims against any of the Company Related Parties or any Affiliate of any Company Related Party under this Agreement or otherwise, whether at law or equity, in contract, in tort or otherwise, and none of the Company Related Parties or any Affiliate of any Company Related Party shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions.

(e) Each of the Company, Merger Sub and Parent acknowledges that the agreements contained in this Section 7.02 are an integral part of the Transactions and that, without these agreements, the parties would not enter into this Agreement. In the event that the Company shall fail to pay the Company Expense Reimbursement when due, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for any fee set forth in this Section 7.02 , the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.

Article VIII

MISCELLANEOUS

Section 8.01 Non-Survival of Representations and Warranties . None of the representations and warranties in this Agreement and in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective Time.

Section 8.02 Fees and Expenses . Except as otherwise expressly provided herein (including Section 7.02 ), all costs and expenses incurred in connection with the Merger, this Agreement and the other Transactions shall be paid by the party incurring such expenses, regardless of whether the Merger shall be consummated.

Section 8.03 Amendment . Subject to the provisions of applicable Law, at any time prior to the Effective Time, whether before or after receipt of the Stockholder Approval, if applicable, the parties hereto (in the case of the Company, only pursuant to a resolution adopted by the Special Committee) may modify or amend this Agreement by written agreement executed and delivered by each of the parties; provided , that after the Stockholder Approval, if any, has been obtained, there shall be no amendment that, under the DGCL, would require the further approval of the Company’s stockholders without such approval first being obtained.

Section 8.04 Extension and Waiver.

(a) At any time prior to the Effective Time, whether before or after receipt of the Stockholder Approval, if applicable:

(i) the Company (only pursuant to a resolution adopted by the Special Committee) may (a) extend the time for the performance of any of the obligations or other acts of Parent, (b) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered by Parent pursuant hereto, or (c) waive compliance by Parent with any of the agreements or with any conditions to the Company’s and Merger Sub’s obligations (other than receipt of the Stockholder Approval and Majority of the Minority Approval).

(ii) Parent may (a) extend the time for the performance of any of the obligations or other acts of the Company and/or Merger Sub, (b) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered by the Company or Merger Sub pursuant hereto, or (c) waive compliance by the Company or Merger Sub with any of the agreements or with any conditions to Parent’s obligations (other than receipt of the Stockholder Approval and Majority of the Minority Approval).

(b) Any consent or any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party by a duly authorized officer (in the case of the Company, only after approval of the Special Committee as to such action has been provided).

Section 8.05 Notices . All notices, demands and other communications hereunder shall be in writing, and shall be deemed to have been duly given if delivered personally or by overnight courier or if mailed by certified mail, return receipt requested, postage prepaid, or sent by electronic mail, as follows:

(a) If to Parent:

Z Acquisition LLC
Two Bridge Avenue
Red Bank, NJ 07701
Attention: Christian Zugel
e-mail: [EMAIL ADDRESS REDACTED]

with a copy (which shall not constitute notice) to:

Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
Attention: Warren S. de Wied

John Liftin

e-mail: [EMAIL ADDRESS REDACTED]

(b) If to the Company (prior to the Effective Time) or Merger Sub:

Special Committee of the Board of Directors
c/o ZAIS Group Holdings, Inc.
Two Bridge Avenue, Ste. 322
Red Bank, New Jersey 07701
Attention: Paul B. Guenther, Chairman of the Special Committee
e-mail: [EMAIL ADDRESS REDACTED]

with a copy (which shall not constitute notice) to

Alston & Bird LLP
950 F Street NW
Washington, DC 20004
Attention: David E. Brown, Jr.
e-mail: [EMAIL ADDRESS REDACTED]

and to

ZAIS Group Holdings, Inc.
Two Bridge Avenue, Ste. 322
Red Bank, New Jersey 07701
Attention: Mark A. Russo, General Counsel
email: [EMAIL ADDRESS REDACTED]

with a copy (which shall not constitute notice) to:

McDermott Will & Emery LLP
340 Madison Avenue
New York, NY 10173-1922
Attention: Brian Hoffmann and Thomas W. Giegerich
e-mail: [EMAIL ADDRESS REDACTED]

ZAIS Group Holdings, Inc.
Two Bridge Avenue, Suite 322
Red Bank, New Jersey 07701
Attention: Mark A. Russo, General Counsel
e-mail: [EMAIL ADDRESS REDACTED]

Any such notice shall be effective (a) if delivered personally or via electronic mail, when received, (b) if sent by overnight courier, when receipted for, or (c) if mailed, five Business Days after being mailed as described above.

Section 8.06 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial; Specific Performance.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

(b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the Court of Chancery of the State of Delaware and any appellate court thereof or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the Transactions or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action except in such court, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (iii) waives, to the fullest extent it may legally and effectively do so any objection which it may now or hereafter have to venue of any such action or proceeding in such court, and (iv) waives, to the fullest extent permitted by Law, any defense of inconvenient forum to the maintenance of such action or proceeding in such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties to this Agreement irrevocably consents to service of process in any such action or proceeding in the manner provided for notices in Section 8.05 of this Agreement; provided , however , that nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS CONTAINED IN THIS SECTION 8.06(c) .

(d) The parties hereto agree that irreparable harm would occur in the event any of the provisions of this Agreement were not to be performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement without proof of actual damages, this being in addition to, and not exclusive of, any other remedy or remedies to which such party is entitled at law or in equity. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that (i) any other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason of law or equity.

Section 8.07 Entire Agreement; Third-Party Beneficiaries.

(a) This Agreement (together with the Exhibits hereto and the Confidentiality Agreement) contains the entire agreement among the parties hereto with respect to the Merger and the other Transactions and the subject matter of this Agreement and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to these matters. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

(b) This Agreement is not intended to, and does not, confer upon any Person other than the parties hereto any legal or equitable rights or remedies, except for the provisions set forth in Section 5.04 of this Agreement which are intended to be for the benefit of the Persons covered thereby and may be enforced by such Persons after the Effective Time.

Section 8.08 Severability . Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any terms or provisions of this Agreement in any other jurisdiction so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 8.09 Definitions . For purposes of this Agreement:

(a) “ Acceptable Confidentiality Agreement ” means a confidentiality agreement between the Company and a Person making an Acquisition Proposal entered into in accordance with the terms and conditions set forth in Section 5.03 and on terms and conditions customary with respect to transactions of the nature contemplated by such Acquisition Proposal.

(b) “ Acquisition Proposal ” means any proposal or offer relating to (i) a merger, consolidation, share exchange or business combination involving the Company or any of its Subsidiaries representing 20% or more of the assets of the Company and its Subsidiaries, taken as a whole, (ii) a sale, lease, exchange, mortgage, transfer or other disposition, in a single transaction or series of related transactions, of 20% or more of the assets of the Company and its Subsidiaries, taken as a whole, (iii) a purchase or sale of shares of capital stock or other securities, in a single transaction or series of related transactions, representing either (A) 20% or more of the voting power of the capital stock of the Company or (B) 20% or more of the capital stock of the Company, including by way of a tender offer or exchange offer or (iv) any other transaction having a similar effect to those described in clauses (i) through (iv), in each case, other than any proposal or offer from Parent or Zugel.

(c) “ Adjournment Proposal ” means a proposal to adjourn the Company Stockholders Meeting in order to solicit additional proxies, if the Company Board or Special Committee deems it necessary or appropriate.

(d) “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with, such Person; provided that for purposes of this Agreement, neither the Company nor any of its Subsidiaries shall be deemed to be an Affiliate of Parent. For purposes of this definition “ control ” (including the terms “ controlled by ” and “ under common control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

(e) “ Business Day ” means any day other than Saturday, Sunday or a day on which commercial banks in New York, New York are authorized or required by Law to close.

(f) “ Company Bylaws ” means the bylaws of the Company as in effect on the date of this Agreement.

(g) “ Company Charter ” means the certificate of incorporation of the Company as in effect on the date of this Agreement.

(h) “ Company Disclosure Schedule ” means the Company Disclosure Schedule delivered by the Company to Parent as of the execution of this Agreement setting forth, among other things, items the disclosure of which is required under this Agreement, either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more of the representations and warranties or covenants contained in this Agreement; provided that the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty will not be considered an admission by the disclosing party that such item (or any nondisclosed item or information of comparable or greater significance) is required to be disclosed, represents a material exception or fact, event or circumstance or that such item has resulted in or would reasonably be expected to result in a Material Adverse Effect; provided further , that the information and disclosures contained in any section of the Company Disclosure Schedule shall be deemed to be disclosed for all purposes in this Agreement (including against any representation, warranty or covenant) and incorporated by reference in any other section of the Company Disclosure Schedule as though fully set forth therein, in each case, to the extent the relevance of such information or disclosure is reasonably apparent from the text of such disclosure.

(i) “ Company Proxy Statement ” means the proxy statement in preliminary and definitive form relating to the Company Stockholders Meeting, together with any amendments or supplements thereto, and including information required to be included in the Schedule 13E-3.

(j) “ Company RSU ” means any restricted stock unit in respect of a share of Class A Common Stock, whether vested or unvested, granted under the Company’s 2015 Stock Incentive Plan.

(k) “ Company SEC Documents ” means the forms, documents, statements and reports filed with, or furnished to, the SEC since December 31, 2016 and prior to the date of this Agreement, including any amendments thereto.

(l) “ Company Transaction Expenses ” means the following fees and expenses incurred by the Company: (i) fees and expenses of McDermott Will & Emery LLP and Alston & Bird LLP arising out of or relating to the Merger and the other Transactions, in each case incurred in respect of services rendered on or after September 5, 2017, (ii) fees and expenses of Houlihan Lokey Capital, Inc. arising out of or relating to the Merger and the other Transactions, and (iii) fees and expenses of any Advisory Firm that is engaged by the Company to render a Solvency Opinion. Company Transaction Expenses do not include any fees or expenses incurred in connection with the defense or settlement of any Proceeding.

(m) “ Covered Proceeding ” means any Proceeding described in Section 8.09(m) of the Company Disclosure Schedule.

(n) “ DGCL ” means the General Corporation Law of the State of Delaware.

(o) “ FCA Approval ” means the approval of the Financial Conduct Authority required in connection with the transactions contemplated by this Agreement.

(p) “ Intervening Event ” means a fact, change, development, event or circumstance that is favorable or otherwise material to the Company from a financial point of view and was not known to the Special Committee on the date of this Agreement (or if known, the consequences of which were not known to or reasonably foreseeable by the Special Committee as of the date hereof), which fact, change, development, event or circumstance, or any material consequences thereof, becomes known to the Special Committee prior to the time at which Company obtains the Stockholder Approval and Majority of the Minority Approval.

(q) “ Judgment ” means any judgment, order, award, writ, injunction or decree of any Governmental Entity or arbitrator.

(r) “ knowledge of the Company ” means the actual knowledge of the officers of the Company identified in Section 8.09(r) of the Company Disclosure Schedule , after due inquiry.

(s) “ knowledge of Parent ” means the actual knowledge of the members, managers and officers of Parent, after due inquiry.

(t) “ Lien ” means any mortgage, pledge, charge, lien or security interest, or other encumbrance of any kind to title.

(u) “ Majority of the Minority Approval ” means the affirmative vote of holders of a majority of the outstanding shares of Class A Common Stock other than (i) shares held by any member of the Parent Group, any director or executive officer of the Company, any holder of Rollover Shares or Exchange Shares, or any Affiliate of any of the foregoing Persons, and (ii) any shares held by Ramguard or any of its Affiliates (including any Ramguard Shares, regardless of whether the transactions contemplated by the SPA have been consummated as of the record date for the determination of stockholders entitled to vote at the Company Stockholders Meeting or as of the time of the vote of holders of Class A Common Stock).

(v) “ Material Adverse Effect ” means any change, effect, event, occurrence, condition or state of facts that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the financial condition, business, assets, liabilities or results of operations of the Company and its Subsidiaries, taken as a whole; provided , however , that none of the following, alone or in combination, shall be taken into account in determining whether a Material Adverse Effect has occurred: (i) changes in the economy or financial markets (including credit markets) in general, (ii) changes in the economic, business, financial or regulatory environment generally affecting any of the industries in which the Company and its Subsidiaries operate, (iii) changes in Law or GAAP, (iv) any change in the Company’s stock price or trading volume or any failure, in and of itself, by the Company to meet published revenue or earnings projections or internal budgets or forecasts (it being understood that any change, effect, event, occurrence, condition or state of facts underlying such change or failure shall be taken into account in determining whether a Material Adverse Effect has occurred), (v) acts of war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, sabotage or terrorism or other international or national calamity or any material worsening of such conditions existing as of the date of this Agreement, or any floods, earthquakes, hurricanes, tornadoes, natural disasters, storms, fires and other similar acts of God, (vi) changes that arise out of the announcement of this Agreement (including, without limitation, any investor withdrawals), out of actions expressly required to be taken by the Company under this Agreement (other than the first sentence of Section 5.01 ) or out of actions taken by the Company or its Subsidiaries at the request, or with the permission, of Parent in connection with this Agreement, (vii) the failure of Zugel to be an officer of the Company for any reason, (viii) any pending or threatened Proceedings relating to this Agreement or the transactions contemplated hereby, or (ix) any pending regulatory inquiries related to this Agreement or the transactions contemplated hereby (including trading-related inquiries from the Financial Industry Regulatory Authority); provided , however , that with respect to clauses (i), (ii), (iii) and (v), to the extent that the impact of such change, effect, event, occurrence, condition or state of facts is disproportionately adverse to the Company and its Subsidiaries taken as a whole compared to other companies in the same industry, such change, effect, event, occurrence, condition or state of facts shall be taken into account in determining whether a Material Adverse Effect has occurred.

(w) “ Person ” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

(x) “ Proceeding ” means any lawsuit, claim, action, suit, proceeding, hearing, investigation or inquiry, whether civil, criminal, administrative or investigative, by or before any Governmental Entity.

(y) “ Representative ” means, with respect to any Person, such Person’s officers, directors, employees, investment bankers, attorneys, accountants and other advisors or representatives.

(z) “ Solvency Opinion ” means an opinion from the Advisory Firm that, subject to the limitations and assumptions therein, as of the date of the delivery of such Solvency Opinion, after taking into account the payment of the Aggregate Merger Consideration payable in respect of all shares of Class A Common Stock and Company RSUs entitled to receive the Merger Consideration, the Company is Solvent.

(aa) “ Solvent ” means that (a) each of the fair value and present fair saleable value of the assets of the Company on a consolidated basis would exceed the stated liabilities and identified contingent liabilities of the Company on a consolidated basis, (b) the Company should be able to pay its debts as they become absolute and mature, (c) the Company should not have unreasonably small capital for the business in which the Company is engaged, as management of the Company has indicated the Company’s business is proposed to be conducted immediately following the consummation of the Transactions, and (d) the fair value of the assets of the Company on a consolidated basis would exceed the sum of (i) the stated liabilities and identified contingent liabilities on a consolidated basis and (ii) the total par value of the issued capital stock, of the Company.

(bb) “ Stockholder Approval ” means the affirmative vote of the holders of a majority of the voting power of all of the shares of the capital stock of the Company entitled to vote at the Company Stockholders Meeting, voting together as a single class.

(cc) “ Subsidiary ” of any Person means another Person, of which the first Person (either alone or through or together with any other of its Subsidiaries) owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interests entitled to vote for the election of the board of directors or other governing body of such Person or any other Person that would otherwise be deemed a “subsidiary” under Rule 12b-2 promulgated under the Exchange Act; provided , that in no event shall “Subsidiary” include any investment fund for which the Company or any of its Subsidiaries serves as investment advisor, manager, or general partner.

(dd) “ Superior Proposal ” means an unsolicited bona fide Acquisition Proposal (except that references to “20%” in the definition of such term will be deemed to be references to “50%”) made in writing and not solicited in violation of Section 5.03 that the Company Board or any committee thereof (including the Special Committee) has determined in its good faith judgment (after consultation with outside counsel and its financial advisor) (a) would be reasonably likely to be consummated in accordance with its terms on a timely basis, taking into account all legal, financial and regulatory aspects of the proposal (other than the fact that such proposal may require stockholder approval) and the Person making the proposal (including any conditions relating to financing, regulatory approvals or other events or circumstances beyond the control of the party invoking the condition), and (b) if consummated, would result in a transaction more favorable to the holders of Class A Common Stock from a financial point of view than the transaction contemplated by this Agreement.

Section 8.10 Interpretation . When a reference is made in this Agreement to an Article, a Section, an Annex or an Exhibit, such reference shall be to an Article or a Section of, or an Annex or Exhibit to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” when used in this Agreement is not exclusive. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. References to monetary amounts are to the lawful currency of the United States.

Section 8.11 Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise by any of the parties hereto without the prior written consent of the other party.

Section 8.12 Confidentiality . All information furnished under this Agreement to any party, its Affiliates, and their Representatives will be held in confidence in accordance with the non-disclosure agreement dated as of October 23, 2017, between the Company, Parent and Zugel (the “ Confidentiality Agreement ”), the terms of which are incorporated herein by reference. If for any reason this Agreement is terminated prior to the Closing Date, the Confidentiality Agreement shall nonetheless continue in full force and effect.

Section 8.13 Counterparts . This Agreement may be executed in two or more counterparts (including by facsimile or similar electronic means), all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

[Signature pages follow]

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

ZAIS GROUP HOLDINGS, INC.

	By:	/s/ Nisha Motani
	Name:	Nisha Motani
	Title:	Chief Financial Officer

ZGH MERGER SUB, INC.

	By:	/s/ Nisha Motani
	Name:	Nisha Motani
	Title:	Treasurer

Z ACQUISITION LLC

	By:	/s/ Christian Zugel
	Name:	Christian Zugel
	Title:	Managing Member

[Signature Page to Agreement and Plan of Merger]

EXHIBITS

Exhibit A-1	-	Form of Parent Group Voting Agreement

Exhibit A-2	-	Form of Ramguard Voting Agreement

Exhibit B	-	Form of Investment Agreement

Exhibit C	-	Certificate of Incorporation of the Company

Exhibit D	-	Bylaws of the Company

Schedule A	-	Holdings of Class A Common Stock, Class B Common Stock and Company RSUs of each Member of the Parent Group

Exhibit 10.1

Execution Version

STOCKHOLDER VOTING AND SUPPORT AGREEMENT

This Stockholder Voting AND SUPPORT Agreement (this “ Agreement ”) is made and entered into as of January 11, 2018, by and among ZAIS GROUP HOLDINGS, INC., a Delaware corporation (the “ Company ”), and each of the stockholders listed on the signature page(s) hereto (collectively, “ Covered Stockholders ” and each individually, a “ Covered Stockholder ”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).

RECITALS

A. As of the date hereof, each Covered Stockholder is the record and beneficial owner of the number of shares of each class of capital stock of the Company set forth opposite such Covered Stockholder’s name on Schedule A hereto (together with such additional shares of capital stock that become beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by such Covered Stockholder, whether upon the exercise of options, conversion of convertible securities or otherwise, after the date hereof until the Expiration Date, the “ Shares ”).

B. Concurrently with the execution and delivery hereof, the Company, ZGH Merger Sub, Inc., a wholly owned subsidiary of the Company (“ Merger Sub ”), and Z Acquisition LLC (“ Parent ”) are entering into an Agreement and Plan of Merger of even date herewith (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “ Merger Agreement ”), which provides for, among other things, the merger of Merger Sub with and into the Company, with the Company as the surviving corporation.

C. As a material inducement to the willingness of the Company and Merger Sub to enter into the Merger Agreement, the Company has required that the Covered Stockholders enter into this Agreement.

NOW, THEREFORE, intending to be legally bound, the parties hereby agree as follows:

1. Certain Definitions . For all purposes of and under this Agreement, the following terms shall have the following respective meanings:

“ Constructive Sale ” means with respect to any security, a short sale with respect to such security, entering into or acquiring a derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security, or entering into any other hedging or other derivative transaction that has the effect of either directly or indirectly materially changing the economic benefits or risks of ownership of such security.

“ Shares ” means (i) all shares of capital stock of the Company owned, beneficially or of record, by Covered Stockholder as of the date hereof, and (ii) all additional shares of capital stock of the Company acquired by Covered Stockholder, beneficially or of record, during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as such term is defined in Section 6 below).

“ Transfer ” means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange, pledge, hypothecation, or the grant, creation, or suffrage of a lien, security interest, or encumbrance in or upon, or the gift, grant, or placement in trust, or the Constructive Sale or other disposition of such security (including transfers by testamentary or intestate succession, by domestic relations order or other court order, or otherwise by operation of law) or any right, title, or interest therein (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale, or other disposition, and each agreement, arrangement, or understanding, whether or not in writing, to effect any of the foregoing.

2. Voting of Shares .

(a) Provided that no Adverse Company Recommendation shall have been made and remain in effect, prior to the Expiration Date, at every meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Company, Covered Stockholder (in Covered Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and vote the Shares, or cause the Shares to be voted, (i) in favor of the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated thereby (collectively, the “ Proposed Transaction ”), (ii) in favor of any proposal to adjourn a stockholders’ meeting to permit the solicitation of additional proxies in favor of approval of the Proposed Transaction, and (iii) against any other action or agreement that is not recommended by the Company Board and that would reasonably be expected to (A) result in the breach of any covenant, representation or warranty of the Company or Parent under the Merger Agreement, (B) result in, or contribute to, any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, or (C) impede, frustrate, interfere with, delay, postpone or adversely affect the Proposed Transaction.

(b) If Covered Stockholder is the beneficial owner, but not the record holder, of the Shares, Covered Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 2(a).

3. Transfer Restrictions . Prior to the Expiration Date, each Covered Stockholder shall not, directly or indirectly, (a) Transfer or suffer a Transfer of any of the Shares, except for: (i) transfers by testamentary or intestate succession, in which case this Agreement shall bind each transferee; (ii) transfers in connection with bona fide estate and tax planning purposes, including transfers to relatives, trusts, and charitable organizations, subject to the transferee agreeing in writing to be bound by the terms of this Agreement; (iii) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), Transfers to other Covered Stockholders; and (iv) such other transfers as the Company (acting upon a resolution adopted by the Special Committee) may otherwise permit in its sole discretion, subject to any restrictions or conditions imposed by the Company (acting upon a resolution adopted by the Special Committee) in its sole discretion, (b) deposit any of the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the Transfer of any Shares or (d) take any other action that would materially restrict, limit or interfere with the performance of such Covered Stockholder’s obligations hereunder.

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4. Additional Covenants of the Covered Stockholders .

(a) Further Assurances . From time to time and without additional consideration, each Covered Stockholder shall (at such Covered Stockholder’s sole cost and expense) execute and deliver, or cause to be executed and delivered, such additional instruments, and shall (at such Covered Stockholder’s sole cost and expense) take such further actions, as the Company may reasonably request for the purpose of carrying out and furthering the intent of this Agreement.

(b) Waiver of Appraisal Rights . Each Covered Stockholder hereby waives, to the full extent of the law, and agrees not to assert any appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Shares held by such Covered Stockholder of record or beneficially owned.

(c) Cooperation and Support . Each Covered Stockholder agrees to cooperate with the Company as the Company prepares the Schedule 13E-3 and proxy statement (and any other required filings) to be filed with the Securities and Exchange Commission (“ SEC ”) in connection with the transactions contemplated by the Merger Agreement, and will furnish the Company the information relating to such Covered Stockholder required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Company’s filings with the SEC, as well as any supplemental information that may be requested by the SEC, and any information that may be required for any other regulatory filing in connection with the transactions contemplated by the Merger Agreement. Each Covered Stockholder shall use its reasonable best efforts to consummate or cause to be consummated the transactions contemplated by the SPA and the Investment Agreement. Without limiting the foregoing, Parent shall, and Christian Zugel, as managing member of Parent, shall cause Parent to, make any Capital Calls (as defined in Parent’s Second Amended and Restated Limited Liability Company Agreement, as amended, the “ LLC Agreement ”) required to consummate the transactions contemplated by the SPA and the Investment Agreement, and each Covered Stockholder who is a member of Parent shall, promptly upon receipt of notice of such Capital Call, comply with its obligations in respect of such Capital Call as provided in the LLC Agreement. If such Covered Stockholder is an officer or director of the Company, he or she will not take any action (or fail to take any required action), in such capacity or otherwise, that would cause (i) the Company or Merger Sub to breach, or otherwise violate any of their respective obligations under, the Merger Agreement or (ii) any of the conditions to consummation of the Transactions not to be satisfied.

(d) Certain Actions . No Covered Stockholder shall seek to remove any member of the Special Committee, disband the Special Committee or take any action that would limit the independence and authority of the Special Committee. Further, no Covered Stockholder shall take any action that would be prohibited by Section 5.03 of the Merger Agreement if such Covered Stockholder were a Representative of the Company, other than at a time that the Company (with the prior authorization of the Special Committee) has informed such Covered Stockholder that the Company or its Representatives are permitted to take such actions pursuant to Section 5.03 of the Merger Agreement.

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(e) No Further Agreements . No Covered Stockholder will enter into any new agreement, arrangement or understanding with any other holder of Class A Common Stock, without the prior written consent of the Company (only pursuant to a resolution adopted by the Special Committee).

(f) No Exercises of Holder Exchange Rights . If a Covered Stockholder is the holder of any Class A Units of ZGP, such Covered Stockholder agrees that he, she or it will not exercise any Holder Exchange Rights.

5. Representations and Warranties of Covered Stockholder . Each Covered Stockholder hereby represents and warrants to the Company as follows:

(a) (i) Except as provided hereunder, and except as would not impair such Covered Stockholder’s ability to perform his, her or its obligations under this Agreement, such Covered Stockholder is the beneficial or record owner of the Shares set forth opposite such Covered Stockholder’s name on Schedule A hereto and has good and marketable title to such Shares free and clear of any and all Liens; and (ii) such Covered Stockholder does not beneficially own any securities of the Company or hold any rights to purchase shares of capital stock of the Company other than the shares of capital stock and rights to purchase or otherwise acquire shares of capital stock of the Company set forth on the signature page of this Agreement.

(b) As of the date hereof and for so long as this Agreement remains in effect (including as of the date of the Company Stockholders’ Meeting, which, for purposes of this Agreement, includes any adjournment or postponement thereof), except as otherwise provided in this Agreement, such Covered Stockholder has full power and authority to (i) make, enter into, and carry out the terms of this Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other person or entity (including any Governmental Entity). Such Covered Stockholder has not entered into any arrangement or agreement with any Person limiting or affecting such Covered Stockholder’s legal power, authority, or right to vote the Shares on any matter.

(c) This Agreement has been duly and validly executed and delivered by such Covered Stockholder and constitutes a valid and binding agreement of such Covered Stockholder enforceable against such Covered Stockholder in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The execution and delivery of this Agreement and the performance by such Covered Stockholder of the agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any contract to or by which such Covered Stockholder is a party or bound, or any Law to which such Covered Stockholder (or the Shares or any of such Covered Stockholder’s other assets) is subject or bound, except for any such breach, violation, conflict, or default which, individually or in the aggregate, would not reasonably be expected to impair or adversely affect such Covered Stockholder’s ability to perform promptly such Covered Stockholder’s obligations under this Agreement or render inaccurate any of the representations made herein.

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(d) Such Covered Stockholder has, or will have at the time of the Company Stockholders Meeting, the sole right to vote or direct the vote of, or to dispose of or direct the disposition of, such Shares (it being understood, in the case of Covered Stockholders that are trusts, that the trustees thereof have the right to cause such Covered Stockholders to take such actions), and none of the Shares is subject to any Contract with respect to the voting of such Shares that would prevent or delay such Covered Stockholder’s ability to perform its obligations hereunder. There are no agreements or arrangements of any kind, contingent or otherwise, obligating such Covered Stockholder to Transfer, or cause to be Transferred, any of the Shares (other than a Transfer from one Covered Stockholder to another Covered Stockholder), and no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shares.

(e) The Covered Stockholders together have, and together will have at the closing of the transactions contemplated by the SPA and the Investment Agreement, sufficient immediately-available funds to consummate such transactions as so contemplated therein.

(f) Such Covered Stockholder understands and acknowledges that the Company and Merger Sub are entering into the Merger Agreement in reliance upon such Covered Stockholder’s execution and delivery of this Agreement and the representations and warranties of such Covered Stockholder contained herein.

6. Termination . This Agreement shall terminate and be of no further force or effect whatsoever as of the earlier of (a) such date and time as the Merger Agreement shall have been validly terminated pursuant to the terms of Article VII thereof or (b) the Effective Time (the “ Expiration Date ”); provided , that (i) Section 7 shall survive the Effective Time and (ii) the termination of this Agreement shall not relieve a Covered Stockholder from any liability for any breach of any representation, warranty, or covenant contained in this Agreement.

7. Miscellaneous Provisions .

(a) Amendments . No amendment of this Agreement shall be effective against the Company or a Covered Stockholder unless it shall be in writing and signed by the Company (with the prior authorization of the Special Committee) and such Covered Stockholder.

(b) Waivers . No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, or any failure or delay on the part of any party in the exercise of any right hereunder, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, or covenants contained in this Agreement. The waiver by any party of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder. Any waiver by a party of any provision of this Agreement shall be valid only if set forth in a written instrument signed on behalf of such party.

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(c) Entire Agreement . This Agreement constitutes the entire agreement between the parties to this Agreement and supersedes all other prior agreements, arrangements, and understandings, both written and oral, between the parties with respect to the subject matter hereof. The effectiveness of this Agreement shall be conditioned upon the execution and delivery of the Merger Agreement by the parties thereto.

(d) Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of any laws or legal principles that might otherwise govern under applicable principles of conflicts of law thereof.

(e) WAIVER OF JURY TRIAL . EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BETWEEN THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

(f) Attorneys’ Fees . In any action at law or suit in equity with respect to this Agreement or the rights of any of the parties, the prevailing party in such action or suit shall be entitled to receive its reasonable attorneys’ fees and all other reasonable costs and expenses incurred in such action or suit.

(g) Assignment and Successors . This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, including a Covered Stockholder’s estate and heirs upon the death of such Covered Stockholder; provided that, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests, or obligations of the parties may be assigned or delegated by any of the parties without prior written consent of the other parties except that the Company, without obtaining the consent of any other party, shall be entitled to assign this Agreement or all or any of its rights hereunder. No assignment by the Company under this Section 7(g) shall relieve the Company of its obligations under this Agreement. Any assignment in violation of the foregoing shall be void and of no effect.

(h) No Third-Party Rights . Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

(i) Further Assurances . Each Covered Stockholder agrees to cooperate fully with the Company and, at such Covered Stockholder’s sole cost and expense, to execute and deliver such further documents, certificates, agreements, and instruments and to take such other actions as may be reasonably requested by the Company to evidence or reflect the transactions contemplated by this Agreement and to carry out the intent and purpose of this Agreement. Each Covered Stockholder hereby agrees that the Company may publish and disclose in the Company Proxy Statement and/or Schedule 13E-3 to be filed in connection with the Proposed Transaction (including all documents and schedules filed with the SEC) such Covered Stockholder’s identity and ownership of Shares and the nature of such Covered Stockholder’s commitments, arrangements, and understandings under this Agreement and may further file this Agreement as an Exhibit to the Schedule 13E-3 or in any other filing made by the Company with the SEC relating to the Proposed Transaction. Each Covered Stockholder agrees to notify the Company promptly of any additional shares of capital stock of the Company of which Covered Stockholder becomes the record or beneficial owner after the date of this Agreement and such shares of capital stock shall automatically become Shares for all purposes under this Agreement.

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(j) Severability . If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and the parties shall use their reasonable best efforts to substitute a valid, legal and enforceable provision which, insofar as practical, implements the purpose and intents of this Agreement. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

(k) Time of Essence . Time is of the essence with regard to all dates and time periods set forth or referred to in this Agreement.

(l) Specific Performance; Injunctive Relief . The parties agree that substantial irreparable damage would occur and would not be adequately remedied by monetary damages in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached or threatened to be breached. Accordingly, each of the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement without proof of actual damages or otherwise, this being in addition to any other remedy to which such party is entitled at law or in equity. Each of the parties hereby further waives any requirement under any law to post bond or other security as a prerequisite to obtaining or enforcing equitable relief. In addition, any third party participating with a Covered Stockholder or receiving from a Covered Stockholder assistance in violation of this Agreement and of the rights of the Company hereunder, and any such participation by such third party with a Covered Stockholder in activities in violation of such Covered Stockholder’s agreement with the Company set forth in this Agreement may give rise to claims by the Company against such third party and each Covered Stockholder acknowledges that such Covered Stockholder may be responsible for any associated liabilities caused by such third party.

(m) Notices . All notices and other communications required or permitted to be given hereunder shall be sent to the party to whom it is to be given and be either delivered personally against receipt, by email or other wire transmission, by registered or certified mail (postage prepaid, return receipt requested) or deposited with an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (i) if to the Company, to the address or e-mail address provided in the Merger Agreement, including to the persons designated therein to receive copies; and (ii) if to a Covered Stockholder, to such Covered Stockholder’s address or e-mail address shown opposite Covered Stockholder’s name on Schedule A hereof. In any action or proceeding between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, each of the parties agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with this Section 7(m).

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(n) Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered (by telecopy, electronic delivery or otherwise) to the other party hereto. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document form” (“ pdf ”), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

(o) Headings . The headings contained in this Agreement are for the convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement.

(p) Construction . In this Agreement, unless a clear contrary intention appears, (i) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (iii) “or” is used in the inclusive sense of “and/or”; and (iv) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding.”

(q) Legal Representation . This Agreement was negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation thereof.

[Remainder of page intentionally left blank]

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

ZAIS GROUP HOLDINGS, INC.

	By:	/s/ Nisha Motani
	Name:	Nisha Motani
	Title:	Chief Financial Officer

	COVERED STOCKHOLDERS :

	Z ACQUISITION LLC

	By:	/s/ Christian Zugel
	Name:	Christian Zugel
	Title:	Managing Member

	CHRISTIAN ZUGEL

	/s/ Christian Zugel

	SONIA ZUGEL

	/s/ Sonia Zugel

[Signature page to Stockholder Voting and Support Agreement]

ZUGEL FAMILY TRUST

	By:	Fiduciary Trust International of Delaware, Trustee

	By:	/s/ Jean W. Mottel
	Name:	Jean W. Mottel
	Title:	Managing Director

	FAMILY TRUST U/A CHRISTIAN M. ZUGEL 2005 GRAT

	By:

	By:	/s/ Jean W. Mottel
	Name:	Jean W. Mottel
	Title:	Managing Director

[Signature page to Stockholder Voting and Support Agreement]

SCHEDULE A

Z Acquisition LLC:

Christian Zugel:

Class A Common Stock	Class B Common Stock	Class A Units	RSUs
300,000	20,000,000 ²	3,325,000	0
Address for notices:	Two Bridge Avenue, Suite 322 Red Bank, NJ 07701

Email address:	[EMAIL ADDRESS REDACTED]

Sonia Zugel:

¹ At the closing of the transactions contemplated by the SPA, Parent will acquire 6.5 million Class A Shares in the Company and will have the right to vote those shares as of such date.

² Christian Zugel is the sole trustee of the Class B Voting Trust and, in such capacity, has voting and investment power over the Class B Shares held therein.

A- 1

Zugel Family Trust:

Family Trust U/A Christian M. Zugel 2005 GRAT:

A- 2

Exhibit 10.2

Execution Version

STOCKHOLDER VOTING AND SUPPORT AGREEMENT

This Stockholder Voting AND SUPPORT Agreement (this “ Agreement ”) is made and entered into as of January 11, 2018, by and among ZAIS GROUP HOLDINGS, INC., a Delaware corporation (the “ Company ”), RAMGUARD LLC and its affiliates listed on the signature page(s) hereto (collectively, “ Covered Stockholders ” and each individually, a “ Covered Stockholder ”) and, solely for the purposes of Section 4(e), NEIL RAMSEY (“ Ramsey ”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).

RECITALS

A. As of the date hereof, each Covered Stockholder is the record and beneficial owner of the number of shares of each class of capital stock of Company set forth opposite such Covered Stockholder’s name on Schedule A hereto.

C. As a material inducement to the willingness of the Company and Merger Sub to enter into the Merger Agreement, the Company has required that the Covered Stockholders enter into this Agreement.

NOW, THEREFORE, intending to be legally bound, the parties hereby agree as follows:

1. Certain Definitions . For all purposes of and under this Agreement, the following terms shall have the following respective meanings:

2. Voting of Shares .

(a) Provided that no Adverse Company Recommendation shall have been made and remain in effect, prior to the Expiration Date, at every meeting of the stockholders of Company called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Company, Covered Stockholder (in Covered Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and vote the Shares, or cause the Shares to be voted, (i) in favor of the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated thereby (collectively, the “ Proposed Transaction ”), (ii) in favor of any proposal to adjourn a stockholders’ meeting to permit the solicitation of additional proxies in favor of approval of the Proposed Transaction, and (iii) against any other action or agreement that is not recommended by the Company Board and that would reasonably be expected to (A) result in the breach of any covenant, representation or warranty of the Company or Parent under the Merger Agreement, (B) result in, or contribute to, any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, or (C) impede, frustrate, interfere with, delay, postpone or adversely affect the Proposed Transaction.

3. Transfer Restrictions . Prior to the Expiration Date, each Covered Stockholder shall not, directly or indirectly, (a) Transfer or suffer a Transfer of any of the Shares, except for: (i) Transfers in connection with the Amended and Restated Share Purchase Agreement, dated as of the date hereof, by and among Ramguard LLC, Christian Zugel and Z Acquisition LLC (as in effect from time to time, the “ Share Purchase Agreement ”); (ii) Transfers by testamentary or intestate succession, in which case this Agreement shall bind each transferee; (iii) Transfers in connection with bona fide estate and tax planning purposes, including Transfers to relatives, trusts, and charitable organizations, subject to the transferee agreeing in writing to be bound by the terms of this Agreement; (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), Transfers to other Covered Stockholders; and (v) such other Transfers as the Company (acting upon a resolution adopted by the Special Committee) may otherwise permit in its sole discretion, subject to any restrictions or conditions imposed by the Company (acting upon a resolution adopted by the Special Committee) in its sole discretion, (b) deposit any of the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the Transfer of any Shares or (d) take any other action that would materially restrict, limit or interfere with the performance of such Covered Stockholder’s obligations hereunder.

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4. Additional Covenants of the Covered Stockholders .

(c) Cooperation and Support . Each Covered Stockholder agrees to cooperate with the Company as the Company prepares the Schedule 13E-3 and proxy statement (and any other required filings) to be filed with the Securities and Exchange Commission (“ SEC ”) in connection with the transactions contemplated by the Merger Agreement, and will furnish the Company the information relating to such Covered Stockholder required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Company’s filings with the SEC, as well as any supplemental information that may be requested by the SEC, and any information that may be required for any other regulatory filing in connection with the transactions contemplated by the Merger Agreement. Each Covered Stockholder hereby agrees that the Company may publish and disclose in the Company Proxy Statement and/or Schedule 13E-3 to be filed in connection with the Proposed Transaction (including all documents and schedules filed with the SEC) such Covered Stockholder’s identity and ownership of Shares and the nature of such Covered Stockholder’s commitments, arrangements, and understandings under this Agreement and may further file this Agreement as an Exhibit to the Schedule 13E-3 or in any other filing made by the Company with the SEC relating to the Proposed Transaction.

(d) Certain Actions . No Covered Stockholder shall take any action that would be prohibited by Section 5.03 of the Merger Agreement if such Covered Stockholder were a Representative of the Company, other than at a time that the Company (with the prior authorization of the Special Committee) has informed such Covered Stockholder that the Company or its Representatives are permitted to take such actions pursuant to Section 5.03 of the Merger Agreement.

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(e) No Further Agreements . Neither any Covered Stockholder nor Ramsey will enter into any new agreement, arrangement or understanding with any other holder of Class A Common Stock, directly or indirectly, with respect to the voting, acquisition or disposition of Class A Common Stock, without the prior written consent of the Company (only pursuant to a resolution adopted by the Special Committee); provided that nothing in this Agreement shall prevent Ramguard LLC from amending, restating, modifying, supplementing or terminating the Share Purchase Agreement, subject to Section 4(f) below.

(f) Share Purchase Agreement . The Covered Stockholder (i) shall not amend or modify the Share Purchase Agreement in any manner that would (A) change the number of shares to be acquired or (B) change the consideration to be paid for such shares, in either case, without the prior written consent of the Company (acting upon a resolution adopted by the Special Committee), which consent shall not be unreasonably withheld, delayed, or conditioned and (ii) shall use reasonable best efforts to consummate the transactions contemplated by the Share Purchase Agreement according to the terms and subject to the conditions thereof.

5. Representations and Warranties of Covered Stockholder . Each Covered Stockholder hereby represents and warrants to the Company as follows:

(a) (i) Except as provided hereunder and in the Share Purchase Agreement, and except as would not impair such Covered Stockholder’s ability to perform his, her or its obligations under this Agreement, such Covered Stockholder is the beneficial or record owner of the Shares set forth opposite such Covered Stockholder’s name on Schedule A hereto and has good and marketable title to such Shares free and clear of any and all Liens; and (ii) such Covered Stockholder does not beneficially own any securities of the Company or hold any rights to purchase shares of capital stock of the Company other than the shares of capital stock and rights to purchase or otherwise acquire shares of capital stock of the Company set forth on Schedule A of this Agreement.

(b) As of the date hereof and for so long as this Agreement remains in effect (including as of the date of the Company Stockholders’ Meeting, which, for purposes of this Agreement, includes any adjournment or postponement thereof), except as otherwise provided in this Agreement and in the Share Purchase Agreement, such Covered Stockholder has full power and authority to (i) make, enter into, and carry out the terms of this Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other person or entity (including any Governmental Entity). Such Covered Stockholder has not entered into any arrangement or agreement with any Person limiting or affecting such Covered Stockholder’s legal power, authority, or right to vote the Shares on any matter, subject to the terms of the Share Purchase Agreement.

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(d) Excluding such Shares as may have been Transferred pursuant to the Share Purchase Agreement, such Covered Stockholder has, or will have at the time of the Company Stockholders Meeting, the sole right to vote or direct the vote of, or to dispose of or direct the disposition of, the Shares (it being understood, in the case of Covered Stockholders that are trusts, that the trustees thereof have the right to cause such Covered Stockholders to take such actions), and none of the Shares is subject to any Contract with respect to the voting of such Shares that would prevent or delay such Covered Stockholder’s ability to perform its obligations hereunder. Other than the Share Purchase Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Covered Stockholder to Transfer, or cause to be Transferred, any of the Shares (other than the Transfer from one Covered Stockholder to another Covered Stockholder), and no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shares.

(e) Such Covered Stockholder understands and acknowledges that the Company and Merger Sub are entering into the Merger Agreement in reliance upon such Covered Stockholder’s execution and delivery of this Agreement and the representations and warranties of such Covered Stockholder contained herein.

7. Miscellaneous Provisions .

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(g) Assignment and Successors . This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, including a Covered Stockholder’s estate and heirs upon the death of such Covered Stockholder; provided , that except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests, or obligations of the parties may be assigned or delegated by any of the parties without prior written consent of the other parties. No assignment by the Company under this Section 7(g) shall relieve the Company of its obligations under this Agreement. Any assignment in violation of the foregoing shall be void and of no effect.

(i) Ownership Updates . Each Covered Stockholder agrees to notify the Company promptly of any additional shares of capital stock of the Company of which Covered Stockholder becomes the record or beneficial owner after the date of this Agreement and such shares of capital stock shall automatically become Shares for all purposes under this Agreement.

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(k) Time of Essence . Time is of the essence with regard to all dates and time periods set forth or referred to in this Agreement.

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[Remainder of page intentionally left blank]

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

ZAIS GROUP HOLDINGS, INC.

	By:	/s/ Nisha Motani
	Name:	Nisha Motani
	Title:	Chief Financial Officer

	COVERED STOCKHOLDERS :

	RAMGUARD LLC

	By:	/s/ Neil Ramsey
	Name:	Neil Ramsey
	Title:	Manager

NAR SPECIAL GLOBAL, LLC

	By:	/s/ Neil Ramsey
	Name:	Neil Ramsey
	Title:	Manager

	SOLELY FOR PURPOSES OF SECTION 4(e):

	RAMSEY

	/s/ Neil Ramsey
	Neil Ramsey

[Signature page to Stockholder Voting and Support Agreement]

SCHEDULE A

Ramguard LLC:

	Shares of Class A Common Stock		Class A Units
	Held of Record	Beneficially Owned	Owned
	9,207,056	9,207,056**	0
Address for notices:	[ADDRESS REDACTED]
	Attention: Neil Ramsey

Email address:	[EMAIL ADDRESS REDACTED]

NAR Special Global, LLC:

	Shares of Class A Common Stock		Class A Units
	Held of Record	Beneficially Owned	Owned
	378,231	378,231**	0
Address for notices:	[ADDRESS REDACTED]
	Attention: Neil Ramsey

Email address:	[EMAIL ADDRESS REDACTED]

** Note: Ramguard LLC may be deemed to be the beneficial owner of Shares of Class A Common Stock held of record by NAR Special Global, LLC.

A- 1

Exhibit 10.3

January 11, 2018

Special Committee of the Board of Directors

ZAIS Group Holdings, Inc.

Two Bridge Avenue, Suite 322

Red Bank, NJ 07701

Attn: Paul B. Guenther, Chairman

Dear Paul:

I understand that the Special Committee has asked me to provide ZAIS Group Holdings, Inc. (the “ Company ”) with certain assurances as a material inducement to the willingness of the Special Committee to recommend, and the Company to enter into, the Agreement and Plan of Merger (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “ Merger Agreement ”), by and between the Company, ZGH Merger Sub, Inc. (“ Merger Sub ”), and Z Acquisition LLC (“ Parent ”). For ease of reference, capitalized terms not otherwise defined in this letter have the meanings ascribed to those terms in the Merger Agreement.

I agree to the following:

1. I will use my reasonable best efforts to consummate or cause to be consummated the transactions contemplated by the Share Purchase Agreement, dated as of September 5, 2017, by and among Parent, Christian Zugel and Ramguard LLC (as amended and restated as of today’s date, the “ SPA ”), and the Investment Agreement entered into by Parent and ZAIS Group Parent LLC as of today’s date (the “ Investment Agreement ”). I acknowledge that Parent will, and Christian Zugel, as managing member of Parent, will cause Parent to, make any Capital Calls (as defined in Parent’s Amended and Restated Limited Liability Company Agreement, as amended, the “ LLC Agreement ”) required to consummate the transactions contemplated by the SPA and the Investment Agreement, and I, as a member of Parent, will promptly upon receipt of notice of such Capital Call, comply with my obligations in respect of such Capital Call as provided in the LLC Agreement. I have, and will have at the closing of the transactions contemplated by the SPA and the Investment Agreement, sufficient immediately-available funds to comply with my obligations with respect to such Capital Calls.

2. I do not beneficially own any securities of the Company or the Company’s subsidiaries or hold any rights to purchase shares of capital stock of the Company or its subsidiaries. Until consummation of the Transactions (or earlier termination of the Merger Agreement), I will not acquire any securities of the Company or enter into any additional agreement, arrangement or understanding with any holder of Class A Common Stock or any other equity interest in the Company or its subsidiaries, without the prior written consent of the Company (which may only be granted pursuant to a resolution adopted by the Special Committee, and which consent may be withheld at the sole discretion of the Special Committee).

3. I agree to cooperate with the Company as the Company prepares the Schedule 13E-3 and proxy statement (and any other required filings) to be filed with the Securities and Exchange Commission (“ SEC ”) in connection with the transactions contemplated by the Merger Agreement, and I will furnish the Company any information relating to me or my affiliates required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Company’s filings with the SEC, as well as any supplemental information that may be requested by the SEC, and any information that may be required for any other regulatory filing in connection with the transactions contemplated by the Merger Agreement. I also agree that the Company may publish and disclose in the Company Proxy Statement and/or Schedule 13E-3 to be filed in connection with the Transactions (including all documents and schedules filed with the SEC) my identity and the nature of my commitments, arrangements, and understandings under this Agreement and may further file this Agreement as an Exhibit to the Schedule 13E-3 or in any other filing made by the Company with the SEC relating to the Transactions.

4. As an executive officer and director of the Company, I will not take any action (or fail to take any required action), in such capacity or otherwise, (i) that would cause the Company or Merger Sub to breach, or otherwise violate any of their respective obligations under, the Merger Agreement, (ii) that would cause any of the conditions to consummation of the Transactions not to be satisfied, (iii) seeking to remove any member of the Special Committee, disband the Special Committee or limit the independence and authority of the Special Committee, or (iv) that would be prohibited by Section 5.03 of the Merger Agreement (other than at a time that the Company (with the prior authorization of the Special Committee) has informed me that the Company or its Representatives are permitted to take such actions pursuant to Section 5.03 of the Merger Agreement).

	Sincerely,

	/s/ Daniel Curry
	Daniel Curry

Exhibit 10.4

INVESTMENT AGREEMENT

BY AND AMONG

ZAIS GROUP PARENT, LLC,

Z ACQUISITION LLC,

AND,

SOLELY FOR THE PURPOSES OF SECTION 4.02 HEREOF,

CHRISTIAN ZUGEL

DATED AS OF JANUARY 11, 2018

INVESTMENT AGREEMENT

THIS INVESTMENT AGREEMENT (this “ Agreement ”), dated as of January 11, 2018, is entered into by and among (i) ZAIS Group Parent, LLC, a Delaware limited liability company (the “ Company ”), and (ii) Z Acquisition LLC, a Delaware limited liability company (“ Parent ” and, together with the Company, each a “ Party ” and collectively the “ Parties ”) of which Christian Zugel (“ Zugel ”) is the sole managing member, and (iii) Zugel, solely for the purposes of Section 4.02 . Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in that certain Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of the date hereof, by and among ZAIS Group Holdings, Inc., a Delaware corporation and the Company’s parent entity and managing member (“ ZGH ”); ZGH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ZGH (“ Merger Sub ”); and Parent.

WHEREAS , Parent Group desires to become the sole owner of all of the equity interests in ZGH by way of a merger (the “ Merger ”) whereby Merger Sub will merge with and into ZGH, on the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS , immediately prior to consummation of the Merger, the Company shall redeem a number of outstanding Class A Units held by ZGH corresponding to the number of outstanding shares of Class A Common Stock that as of immediately prior to the Merger are to be converted into the right to receive the Merger Consideration for an amount equal to the Aggregate Merger Consideration (the “ Unit Redemption ”); and

WHEREAS , on the terms and subject to the conditions set forth herein, the Company desires to issue to Parent, and Parent desires to accept from the Company a number of Class A Units as set forth herein in exchange for Parent’s contribution to the Company of the Contribution (as defined below), which the Company intends to use to fund a portion of the Unit Redemption.

NOW, THEREFORE , in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, the parties hereto hereby agree as follows:

Article I

CONTRIBUTION AND ISSUANCE

Section 1.01 Contribution and Issuance of Units . Pursuant to the terms and subject to the conditions set forth herein, at the Closing (as defined below), the Company shall issue to Parent, and Parent shall accept from the Company, free and clear of any Liens (other than restrictions arising under applicable securities Law or under the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of March 17, 2015 (as amended) (the “ Company LLC Agreement ”)), 3,085,287 Class A Units (the “ Acquired Units ”) in exchange for a cash contribution to the Company by Parent of an amount equal to the product of (a) $4.10 multiplied by (b) the number of Acquired Units (such payment, the “ Contribution ”).

Section 1.02 Closing . The closing of the issuance of the Acquired Units (the “ Closing ”) will take place immediately prior to the closing of the Merger and the Unit Redemption, but subject to the satisfaction or (to the extent permitted by Law and this Agreement) waiver of the conditions set forth herein, at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004, unless another time, date or place is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “ Closing Date ”.

Section 1.03 Closing Deliverables and Actions . Subject to the terms and conditions in this Agreement, (a) at the Closing, the Company shall deliver all documents and certificates to be delivered pursuant to Section 5.03 and (b) Parent shall (i) pay, by wire transfer of immediately available funds to the account specified by the Company to Parent at least three Business Days before the scheduled Closing Date, the Contribution; and (ii) at the Closing, deliver all documents and certificates to be delivered pursuant to Section 5.02 .

Article II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as disclosed in the Company SEC Documents (excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature) or in the Disclosure Schedules, the Company hereby represents and warrants to Parent as of the date hereof and as of the Closing Date as follows:

Section 2.01 Corporate Organization . The Company (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and (b) has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.

Section 2.02 Capitalization .

(a) The authorized capital stock of the Company consists of 180,000,000 Class A Units and 6,800,000 Class B Units (collectively, “ Company Units ”). As of the close of business on January 5, 2018, (i) 21,555,113 Class A Units and (ii) zero Class B Units were issued and outstanding. Except as set forth in the preceding sentence and as described in Section 3.02 of the Company Disclosure Schedule (as defined in the Merger Agreement), no options to purchase any Company Units (or other equity securities of the Company) have been granted and no Company Units (or other equity securities of the Company) have been issued. All of the issued and outstanding Company Units are duly authorized, validly issued, fully paid and non-assessable.

(b) Except as set forth above in Section 2.02(a) , (i) there are not issued, reserved for issuance or outstanding (A) any Company Units or other voting securities or equity securities of the Company, (B) any securities convertible into or exchangeable or exercisable for Company Units or other voting securities or equity securities of the Company, (C) any warrants, calls, options or other rights to acquire from the Company, or any obligation of the Company to issue, any Company Units, voting securities, equity interests or securities convertible into or exchangeable for Company Units or voting securities of the Company, or (D) any appreciation rights, “phantom” unit rights, performance units, rights to receive Company Units (or other equity securities of the Company) on a deferred basis or other rights that are linked to the value of Company Units and (ii) there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Section 2.03 Authority; Approval .

(a) The Company has all requisite limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herein. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated herein have been duly authorized by all necessary limited liability company action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to the Bankruptcy and Equity Exception.

Section 2.04 No Conflict; Required Filings and Consents .

(a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement and the consummation of the transactions contemplated herein by the Company will not, (i) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any Law or any Judgment applicable to the Company or any Subsidiary or any of their respective properties or assets, (iii) result in any breach of or constitute a default (or an event which with or without notice or lapse of time or both would become a default) under, result in the loss of a benefit under or give rise to any right of termination, amendment, acceleration, increased payment or cancellation of, any Contract to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries, except (A) in the case of clauses (ii), (iii) and (iv), for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, would not have, or reasonably be expected to have, a Material Adverse Effect and (B) the Founder Member Representative approval required by Section 3.4 of the Company LLC Agreement.

(b) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement and the consummation of the transactions contemplated herein by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except for (i) the filing with the SEC such reports under the Exchange Act as may be required in connection with this Agreement, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect or reasonably be expected to prevent or materially delay the consummation of the transactions contemplated herein.

Section 2.05 Proceedings . There are no Proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective assets or properties, except for any Proceedings that, individually or in the aggregate, would not, and would not reasonably be expected to, have a Material Adverse Effect.

Section 2.06 Brokers . No broker, finder or investment banker is entitled to any broker’s, finder’s or financial ADVISOR’s fee or commission in connection with the transactions contemplated herein based upon arrangements made by or on behalf of the Company.

Article III

REPRESENTATIONS AND WARRANTIES OF PARENT

Parent hereby represents and warrants to the Company as of the date hereof and as of the Closing Date as follows:

Section 3.01 Organization . Parent is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and was formed specifically for the purpose of entering into the SPA, the Merger Agreement, and this Agreement and has conducted no operations and incurred no obligations other than in connection with the SPA and the Transactions (including without limitation the transactions contemplated herein).

Section 3.02 Authority Relative to this Agreement . Parent has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and the performance of its obligations hereunder have been duly and validly authorized by all necessary limited liability company action on the part of Parent. This Agreement has been duly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject, as to enforceability, to the Bankruptcy and Equity Exception.

Section 3.03 No Conflict; Required Filings and Consents .

(b) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except for (i) the filing with the SEC such reports under the Exchange Act as may be required in connection with this Agreement, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, would not, and would not reasonably be expected to, prevent or materially delay the performance by Parent of any of its obligations under this Agreement.

Section 3.04 Parent LLC Agreement . Prior to execution of this Agreement, Parent has delivered to the Company, a true and correct copy of the Second Amended and Restated Limited Liability Company Agreement of Parent (the “ Parent LLC Agreement ”). The Parent LLC Agreement is a legal, valid, binding and enforceable obligation and, to the knowledge of Parent, is in full force and effect and enforceable in accordance with its terms, except as may be affected by the Bankruptcy and Equity Exception. No condition exists or event has occurred which (whether with or without the giving of notice or lapse of time) would excuse any Person from performing its obligations to make capital contributions to Parent. Under the terms of the Parent LLC Agreement, Zugel has the right to require the members of Parent to make capital contributions in an amount sufficient for Parent to purchase the Acquired Units. No condition exists or event has occurred which (whether with or without the giving of notice or lapse of time) would constitute a default by Zugel or, to the knowledge of Parent, any other party, or result in a right of termination of the Parent LLC Agreement.

Section 3.05 Proceedings . There are no Proceedings pending or, to the knowledge of Parent, threatened against Parent or Zugel or any of their respective assets or properties, except for any Proceedings that, individually or in the aggregate, would not, and would not reasonably be expected to, prevent or materially delay the performance by Parent of any of its obligations under this Agreement.

Section 3.06 No Other Representations . Parent acknowledges and agrees that, except as expressly set forth in Article II , neither the Company nor any other Person on its behalf has made or makes any express or implied representations or warranties. Parent represents, acknowledges and agrees that in making its decision to enter into this Agreement and to consummate the transactions contemplated herein, it has relied solely upon the express representations and warranties of the Company set forth in Article II .

Article IV

COVENANTS AND OTHER AGREEMENTS

Section 4.01 Publicity . The parties shall (a) consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement prior to such consultation, and (b) shall cause their respective Affiliates and Representatives not to issue any press release or make any public statement with respect to the transactions contemplated herein, in the case of each of (a) and (b) except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system.

Section 4.02 Consents .

(a) The parties shall cooperate with each other and use commercially reasonable efforts to prepare and file promptly all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as reasonably practicable all Permits and all consents, approvals, authorizations, waivers, exemptions, certifications, and notices (collectively, “ Consents ”) of any Governmental Entity or third party that are necessary to consummate the transactions contemplated hereby, including furnishing any information with respect to itself or its Affiliates, including affiliates as defined by the Investment Company Act, that may be reasonably necessary in connection with any statement, filing, notice or application with respect to a Consent.

(b) Zugel, in his capacity as the Founder Member Representative under the Company LLC Agreement, hereby consents to the issuance of the Acquired Units by the Company to Parent as contemplated herein.

Section 4.03 Further Assurances . From the date hereof until the Closing (or termination of this Agreement), consistent with the terms and conditions hereof, the Company and Parent shall and shall cause each of their respective Subsidiaries and Affiliates (including, with respect to the Parent, the members of the Parent Group) to, and shall use commercially reasonable efforts to cause their Affiliates to, promptly execute, acknowledge and deliver such instruments, certificates and other documents and take such other actions as a party may reasonably require in order to carry out any of the transactions contemplated herein. Following the Closing, the parties hereto shall reasonably cooperate with one another to prepare and file all documents and forms and amendments thereto as may be required by applicable Law with respect to the transactions contemplated herein.

Article V

CONDITIONS

Section 5.01 Conditions to Obligation of Each Party . The respective obligations of the Company and Parent to consummate the transactions contemplated herein, as applicable, are subject to the satisfaction at or prior to the Closing of each of the following conditions:

(a) Regulatory Authorizations . All Consents of a Governmental Entity or other third party necessary to consummate the transactions contemplated herein shall have been obtained.

(b) No Order . No Law shall have been enacted or promulgated and no Judgment shall be in effect, in either case, which renders illegal or prohibits the consummation of the transactions contemplated herein.

(c) Merger Agreement . (i) The Merger Agreement shall have been duly executed by each of the parties thereto and in full force and effect, and (ii) each of the conditions to the closing of the Merger under Section 6 of the Merger Agreement, other than those conditions that will be satisfied at the closing of the Merger, shall have been satisfied (or, to the extent permitted by applicable law and the Merger Agreement, irrevocably waived in writing) in accordance with their terms.

Section 5.02 Conditions to Obligations of the Company . The obligation of the Company to consummate the transactions contemplated herein is subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

(c) Closing of SPA . The purchase of the Ramguard Shares pursuant to the SPA shall have been consummated in accordance with the terms of the SPA.

Section 5.03 Conditions to Obligation of Parent . The obligations of Parent to consummate the transactions contemplated herein are subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

(a) Representations and Warranties . The representations and warranties of the Company set forth in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on the Closing Date with the same force and effect as though made on and as of the Closing Date, except in each case, representations and warranties that are made as of a specific date shall have been true and correct only on and as of such date.

(b) Covenants . The Company shall have performed and complied in all material respects with all of the covenants or agreements required under this Agreement to be performed or complied with by it at or prior to the Closing.

Section 5.04 Frustration of Closing Conditions . Parent may not (i) rely on the failure of any condition set forth in Section 5.01 or Section 5.03 to be satisfied if such failure was due to the failure of any member of the Parent Group to perform and comply in all material respects with the covenants and agreements in this Agreement to be performed or complied with by Parent prior to the Closing, or (ii) rely on the failure of any condition set forth in Section 5.03 (a) to be satisfied, or assert any other claim or right in respect of the failure of such representations and warranties described therein to be true and correct, if, on or before the date of this Agreement, Zugel or any other member of the Parent Group had actual knowledge of the failure of such representations and warranties to be true and correct, or (iii) rely on the failure of any condition set forth in Section 5.03 (b) to be satisfied, or assert any other claim or right in respect of the failure by the Company to comply with and perform its covenants and agreements required by this Agreement, if and to the extent such failure results from any action or omission taken or made by any member of the Parent Group with the actual knowledge of such Person that such action or omission would, or would reasonably be expected to, cause such condition not to be satisfied.

Article VI

TERMINATION

Section 6.01 Termination . This Agreement may be terminated and the transactions contemplated herein may be abandoned at any time prior to the Closing:

(a) by mutual written agreement of the Company and Parent; or

(b) automatically upon termination of the Merger Agreement.

Section 6.02 Effect of Termination .

(a) In the event of the termination of this Agreement as provided in Section 6.01 , this Agreement shall forthwith become void and have no effect, and there shall be no liability on the part of the Company or Parent or any of their respective Representatives, other than as set forth in the Merger Agreement.

Article VII

MISCELLANEOUS

Section 7.01 Non-Survival of Representations and Warranties . None of the representations and warranties in this Agreement and in any instrument delivered pursuant to this Agreement shall survive the Closing. This Section 7.01 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Closing.

Section 7.02 Fees and Expenses . Except as otherwise expressly provided in the Merger Agreement, all costs and expenses incurred in connection with this Agreement and the other transactions contemplated herein shall be paid by the Party incurring such expenses, regardless of whether the transactions shall be consummated.

Section 7.03 Amendment . Subject to the provisions of applicable Law, at any time prior to the Closing, the Parties may modify or amend this Agreement by written agreement executed and delivered by each of the Parties.

Section 7.04 Extension and Waiver .

(a) At any time prior to the Closing:

(i) the Company may (a) extend the time for the performance of any of the obligations or other acts of Parent, (b) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered by Parent pursuant hereto, or (c) waive compliance by Parent with any of the agreements or with any conditions to the Company’s; and

(ii) Parent may (a) extend the time for the performance of any of the obligations or other acts of the Company, (b) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered by the Company pursuant hereto, or (c) waive compliance by the Company with any of the agreements or with any conditions to Parent’s obligations.

(b) Any consent or any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party by a duly authorized officer.

Section 7.05 Notices . All notices, demands and other communications hereunder shall be in writing, and shall be deemed to have been duly given if delivered personally or by overnight courier or if mailed by certified mail, return receipt requested, postage prepaid, or sent by electronic mail, as follows:

(a) If to Parent:

Z Acquisition LLC
Two Bridge Avenue
Red Bank, NJ 07701
Attention: Christian Zugel
e-mail: [EMAIL ADDRESS REDACTED]

with a copy (which shall not constitute notice) to:

Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
Attention: Warren S. de Wied
John Liftin
e-mail: [EMAIL ADDRESS REDACTED]

(b) If to the Company (prior to the Closing):

c/o ZAIS Group Holdings, Inc.
Two Bridge Avenue, Ste. 322
Red Bank, New Jersey 07701
Attention: Mark A. Russo, General Counsel
e-mail: [EMAIL ADDRESS REDACTED]

with a copy (which shall not constitute notice) to

Alston & Bird LLP
950 F Street NW
Washington, DC 20004
Attention: David E. Brown, Jr.
e-mail: [EMAIL ADDRESS REDACTED]

and with a further copy (which shall not constitute notice) to:

McDermott Will & Emery LLP
340 Madison Avenue
New York, NY 10173-1922
Attention: [EMAIL ADDRESS REDACTED]

Section 7.06 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial; Specific Performance .

(b) Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the Court of Chancery of the State of Delaware and any appellate court thereof or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herein or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action except in such court, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (iii) waives, to the fullest extent it may legally and effectively do so any objection which it may now or hereafter have to venue of any such action or proceeding in such court, and (iv) waives, to the fullest extent permitted by Law, any defense of inconvenient forum to the maintenance of such action or proceeding in such court. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the Parties irrevocably consents to service of process in any such action or proceeding in the manner provided for notices in Section 7.05 of this Agreement; provided , however , that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREIN. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS CONTAINED IN THIS SECTION 7.06(c) .

(d) The Parties agree that irreparable harm would occur in the event any of the provisions of this Agreement were not to be performed in accordance with the terms hereof and that the Parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement without proof of actual damages, this being in addition to, and not exclusive of, any other remedy or remedies to which such Party is entitled at law or in equity. Each Party agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that (i) any other Party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason of law or equity.

Section 7.07 Entire Agreement; Third-Party Beneficiaries .

(a) This Agreement (together with the Exhibits and Schedules hereto, the Merger Agreement, and the Confidentiality Agreement) contains the entire agreement among the Parties with respect to the transactions contemplated herein and the subject matter of this Agreement and supersedes all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to these matters. Each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations between the Parties. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

(b) This Agreement is not intended to, and does not, confer upon any Person other than the Parties hereto any legal or equitable rights or remedies.

Section 7.08 Severability . Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any terms or provisions of this Agreement in any other jurisdiction so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 7.09 Interpretation . When a reference is made in this Agreement to an Article, a Section, an Annex or an Exhibit, such reference shall be to an Article or a Section of, or an Annex or Exhibit to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” when used in this Agreement is not exclusive. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. References to monetary amounts are to the lawful currency of the United States.

Section 7.10 Disclosure Schedule . The Disclosure Schedule shall be delivered by the Company to Parent as of the execution of this Agreement and shall set forth, among other things, items the disclosure of which is required under this Agreement, either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more of the representations and warranties or covenants contained in this Agreement; provided that the mere inclusion of an item in the Disclosure Schedule as an exception to a representation or warranty will not be considered an admission by the disclosing Party that such item (or any nondisclosed item or information of comparable or greater significance) is required to be disclosed, represents a material exception or fact, event or circumstance or that such item has resulted in or would reasonably be expected to result in a Material Adverse Effect; provided further , that the information and disclosures contained in any section of the Disclosure Schedule shall be deemed to be disclosed for all purposes in this Agreement (including against any representation, warranty or covenant) and incorporated by reference in any other section of a Disclosure Schedule as though fully set forth therein, in each case, to the extent the relevance of such information or disclosure is reasonably apparent from the text of such disclosure.

Section 7.11 Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise by any of the Parties without the prior written consent of the other Party.

Section 7.12 Confidentiality . All information furnished under this Agreement to any Party, its Affiliates, and their Representatives will be held in confidence in accordance with the non-disclosure agreement dated as of October 23, 2017, between the Company, Parent and Zugel (the “ Confidentiality Agreement ”), the terms of which are incorporated herein by reference. If for any reason this Agreement is terminated prior to the Closing Date, the Confidentiality Agreement shall nonetheless continue in full force and effect.

Section 7.13 Counterparts . This Agreement may be executed in two or more counterparts (including by facsimile or similar electronic means), all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties.

[ Signature Page Follows ]

IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

	COMPANY:

	ZAIS GROUP PARENT, LLC
	By:	/s/ Nisha Motani
	Name:	Nisha Motani
	Title:	Chief Financial Officer

	PARENT:

	Z ACQUISITION LLC
	By:	/s/ Christian Zugel
	Name:	Christian Zugel
	Title:	Managing Memberx


	ZUGEL , solely for the purposes of Section 4.02, in his capacity as Founder Member Representative:

	/s/ Christian Zugel
	Christian Zugel

[Signature Page to Investment Agreement]

Exhibit 99.1

ZGHI_LOGO_NOSHADOW_COLOR_349X100

PRESS RELEASE

ZAIS GROUP HOLDINGS, INC. ENTERS INTO DEFINITIVE MERGER AGREEMENT; TRANSACTION WOULD RESULT IN COMPANY GOING PRIVATE

Red Bank, NJ – January 12, 2018 – ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) (“ZAIS” or the “Company”) today announced that it has signed a definitive merger agreement with Z Acquisition LLC, a Delaware limited liability company (“Z Acquisition”), and ZGH Merger Sub, Inc., a wholly-owned subsidiary of ZAIS. Christian Zugel, the founder of ZAIS Group, LLC, the Company’s operating subsidiary, and the Company’s Chairman and Chief Investment Officer, is the sole managing member of Z Acquisition. Pursuant to the merger agreement, all of the outstanding common stock of ZAIS that is not (i) beneficially owned by (A) Z Acquisition, the members of Z Acquisition (including Mr. Zugel and Daniel Curry, the Company’s President and Chief Executive Officer), certain trusts for members of Mr. Zugel’s family, and Mr. Zugel’s current spouse (collectively, “Purchaser Group”), or (B) any person who, after the date hereof, acquires common stock of ZAIS through certain issuances pursuant to an exercise of exchange rights, or (ii) owned by certain stockholders who agree with Z Acquisition to retain certain of their common stock in connection with the merger, will be converted into the right to receive $4.10 per share in cash, less any required withholding taxes (the “Merger”).

The $4.10 per share price represents a premium of more than 138% to the closing price of the Company’s shares of Class A common stock (“Class A Common Stock”) on September 5, 2017, the last trading day before the initial proposal from Mr. Zugel and Z Acquisition was publicly disclosed. The majority of the funding for payments required to be made to stockholders of the Company in the Merger will be provided by existing cash of the Company, but a portion of the funding for such payments will be provided by Z Acquisition by means of an acquisition of Class A Units of the Company’s majority-owned subsidiary, ZAIS Group Parent, LLC (“ZGP”).

As previously disclosed on September 5, 2017, Z Acquisition and Mr. Zugel entered into a Share Purchase Agreement (as amended, the “Share Purchase Agreement”) with Ramguard LLC (“Ramguard”) to purchase from Ramguard 6,500,000 shares of Class A Common Stock at $4.00 per share. That agreement has been amended and restated to provide that the purchase price for the Ramguard shares will be the same $4.10 per share price to be paid in the Merger. Once this share purchase is completed, Z Acquisition will own, before consummation of the Merger, approximately 44.66% of the Company’s currently outstanding Class A Common Stock and Purchaser Group overall will own approximately 48.01% of the currently outstanding Class A Common Stock.

The Company’s Board of Directors, acting on the unanimous recommendation of the special committee formed by the Board of Directors (the “Special Committee”), approved the merger agreement and the transactions contemplated by the merger agreement and resolved to recommend that the Company’s stockholders adopt the merger agreement and the transactions contemplated by the merger agreement. The Special Committee, which is comprised solely of independent and disinterested directors of the Company who are unaffiliated with Purchaser Group and management of the Company, negotiated the terms of the merger agreement with Purchaser Group, with the assistance of its legal and financial advisors.

Paul Guenther, Chairman of the Special Committee, said, “We are confident that we have negotiated a fair price and that this merger is in the best interest of our minority stockholders. The price of $4.10 is an approximately 138% premium over the last trading day before the offer.”

Mr. Zugel said, “On behalf of Z Acquisition, we are pleased to have reached this agreement, which we believe is in the best interests of unaffiliated stockholders of the Company.”

Immediately after the closing of the Merger, ZAIS will become a subsidiary of Z Acquisition. ZAIS is expected to continue its operations and remain headquartered in New Jersey. ZAIS’s executive management team generally is expected to remain in place.

The Merger is subject to approval by the Company’s stockholders (including a non-waivable condition requiring approval by the holders of a majority of the outstanding shares of Class A Common Stock that are not beneficially owned by the members of Purchaser Group, any director or executive officer of the Company, Ramguard, holders of shares that will remain outstanding following the Merger, or any of their respective affiliates), as well as fulfillment of certain other closing conditions. The merger agreement provides for a non-solicitation covenant on the part of the Company, subject to customary “fiduciary out” provisions. If Z Acquisition or the Company, pursuant to a resolution of the Special Committee, were to terminate the merger agreement under certain circumstances, the Company will be required to reimburse the members of Purchaser Group up to a maximum of $1,500,000, in the aggregate, for costs relating to the merger agreement and the Merger. The Merger is not subject to a financing condition.

The Company will in due course call a meeting of stockholders for the purpose of voting on the adoption of the merger agreement. If completed, the Merger will result in the Company becoming a privately-held company and the Company’s common stock would no longer be listed on NASDAQ. Furthermore, if the Merger is completed, current financial and business information of the Company would no longer be available because the Company would no longer be required to file periodic reports.

Houlihan Lokey is serving as financial advisor to the Special Committee, and Alston & Bird LLP is serving as legal counsel to the Special Committee. McDermott Will & Emery LLP is serving as legal counsel to the Company. Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal counsel to Purchaser Group.

ABOUT Z ACQUISITION AND PURCHASER GROUP

Z Acquisition was formed as a special-purpose vehicle for Mr. Zugel and the other members of Purchaser Group, for the primary purpose of entering into the Share Purchase Agreement and the merger agreement. Mr. Zugel is (i) the founder of ZAIS Group, LLC, the Company’s operating subsidiary; (ii) the holder, in his capacity as voting trustee of a trust, the beneficiaries of which are members of Mr. Zugel’s family and his former spouse, of 100% of the Company’s Class B common stock (which provides Mr. Zugel effective voting control over matters put to a vote of the Company’s stockholders, including the election of directors); (iii) the Chairman of the Board of Directors of the Company; (iv) the Company’s Chief Investment Officer; and (v) the sole managing member of Z Acquisition. Mr. Zugel is also the owner of 3,325,000 Class A Units of ZAIS Group Parent, LLC, the Company’s majority owned subsidiary, which are exchangeable, under certain circumstances, for, at the Company’s option, cash, shares of Class A Common Stock (on a one-for-one basis), or a combination of the two, and family members and affiliates of Mr. Zugel (including his former spouse) own an additional 3,675,000 Class A Units of ZAIS Group Parent, LLC that are also so exchangeable under certain circumstances as described above.

ABOUT ZAIS GROUP HOLDINGS, INC.

ZAIS (NASDAQ: ZAIS) owns a majority interest in, and is the managing member of, ZAIS Group Parent, LLC. ZAIS Group Parent, LLC is the sole member of ZAIS Group, LLC, an investment advisory and asset management firm focused on specialized credit strategies with approximately $4.144 billion of assets under management as of September 30, 2017. Based in Red Bank, New Jersey, with operations also in London, ZAIS Group, LLC employs professionals across investment management, client relations, information technology, analytics, finance, law, compliance, risk management and operations. To learn more, visit www.zaisgroup.com.

Important Additional Information

This communication may be deemed to be solicitation material in respect of the proposed acquisition of ZAIS by Purchaser Group. In connection with the proposed merger, ZAIS will file with the U.S. Securities and Exchange Commission (the “SEC”) and furnish to the Company’s stockholders a proxy statement and other relevant documents. This filing does not constitute a solicitation of any vote or approval. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

Investors will be able to obtain a free copy of the proxy statement, when available, and other relevant documents filed by ZAIS with the SEC at the SEC’s website at www.sec.gov. In addition, investors may obtain a free copy of the proxy statement, when available, and other relevant documents from the Company’s website at www.zaisgroup.com in the section “ZAIS SHAREHOLDERS” or by directing a written request to the Company’s Secretary at ZAIS Group Holdings, Inc., Two Bridge Avenue, Suite 322, Red Bank, New Jersey 07701 or calling 732.530.3610.

Participants in the Solicitation

ZAIS and its directors, executive officers and certain other members of management and employees of ZAIS may be deemed to be “participants” in the solicitation of proxies from the stockholders of ZAIS in connection with the proposed merger. Information regarding the interests of the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of ZAIS in connection with the proposed merger, which may be different than those of the Company’s stockholders generally, will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. Stockholders can find information regarding the ownership of the Company’s directors and executive officers in ZAIS stock and other equity is included in the Company’s SEC filings on Forms 3, 4, and 5, which can be found through the Company’s website www.zaisgroup.com in the section “ZAIS SHAREHOLDERS” or through the SEC’s website at www.sec.gov. Information can also be found in the Company’s other SEC filings, including the Company’s definitive proxy statement for the 2016 Annual Meeting of Stockholders and its Annual Report on Form 10-K for the year ended December 31, 2016.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. This communication contains forward-looking statements related to ZAIS, Purchaser Group and the proposed acquisition of ZAIS by Purchaser Group and their respective affiliates. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. All statements other than statements of historical fact, including statements containing the words “aim,” “anticipate,” “are confident,” “estimate,” “expect,” “will be,” “will continue,” “will likely result,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning, or the negative of these terms, are statements that could be deemed forward-looking statements. Risks, uncertainties and other factors include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (ii) the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger; (iii) the failure of the proposed merger to close for any other reason; (iv) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; (v) the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against ZAIS and others relating to the merger agreement; (vi) the risk that the pendency of the proposed merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the proposed merger; (vii) the effect of the announcement of the proposed merger on the Company’s relationships with its customers, operating results and business generally; and (viii) the amount of the costs, fees, expenses and charges related to the proposed merger. Consider these factors carefully in evaluating the forward-looking statements. Additional factors that may cause results materially different from those described in the forward-looking statements are set forth in the Company’s Annual Report on Form 10-K and other reports filed by the Company with the SEC, copies of which are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.