REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2015 • ZAIS Group Holdings, Inc. • Investment advice • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 17, 2015, is entered into by and among ZAIS Group Holdings, Inc., a Delaware corporation (the “Corporation”), and the Holders (as defined herein).
INCENTIVE AGREEMENTIncentive Agreement • March 23rd, 2015 • ZAIS Group Holdings, Inc. • Investment advice • New Jersey
THIS INCENTIVE AGREEMENT is dated as of December 19, 2013, and is between ZAIS Group, LLC, a Delaware limited liability company (the “Company”), and, Michael Szymanski an individual residing 253 Phelps Road Ridgewood, NJ 07450 (the “Employee”).
CONSULTING AGREEMENTConsulting Agreement • March 23rd, 2015 • ZAIS Group Holdings, Inc. • Investment advice • Delaware
This Consulting Agreement (this “Agreement”) is entered into as of March 4, 2015 by and between ZAIS Group Parent, LLC (the “Company” or “ZGP”) and RQSI Ltd (“RQSI”).
RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • March 23rd, 2015 • ZAIS Group Holdings, Inc. • Investment advice • Delaware
This RESTRICTED UNIT AWARD Agreement (this “Agreement”) is executed and agreed to as of March 17, 2015 (the “Effective Date”), by and between ZAIS GROUP PARENT, LLC a Delaware limited liability company (the “Company”), and (the “Grantee”). Capitalized terms used in this Agreement but not defined in the body hereof have the meanings assigned to them in the Amended and Restated Limited Liability Company Agreement of the Company dated as of March 17, 2015 as amended, supplemented and restated from time to time, the “LLC Agreement”), unless the context clearly requires otherwise.
EXCHANGE AGREEMENTExchange Agreement • March 23rd, 2015 • ZAIS Group Holdings, Inc. • Investment advice • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of March 17, 2015, is entered into by and among ZAIS Group Holdings, Inc. a Delaware corporation (the “Corporation”), ZAIS Group Parent, LLC, a Delaware limited liability company (the “Company”), the Company Unitholders (as defined herein) and Christian M. Zugel, as trustee (solely in his capacity as the trustee, the “Trustee”) of the ZGH Class B Voting Trust (the “Control Shares Trust”) that is established solely to hold the Control Shares (as defined below).
INCENTIVE FEE AGREEMENTIncentive Fee Agreement • March 23rd, 2015 • ZAIS Group Holdings, Inc. • Investment advice • Delaware
This Incentive Fee Agreement (this “Agreement”) is entered into as of March 4, 2015 by and between ZAIS Group Parent, LLC (“ZGP”) and Neil Ramsey (“Ramsey”).
first Amendment to SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 23rd, 2015 • ZAIS Group Holdings, Inc. • Investment advice • Delaware
This First Amendment to Second Amended and Restated Limited Liability Company Agreement (this “Amendment”) is made and entered into as of March 20, 2015, by and among ZAIS Group Parent, LLC, a Delaware limited liability company (the “Company”), ZAIS Group Holdings, Inc., a Delaware corporation (“Holdings”), R. Bruce Cameron (“Cameron”), in his capacity as the Required Independent Director thereunder, and Christian Zugel (“Zugel”), in his capacity as the Founder Member Representative thereunder. Capitalized terms used in this Amendment but not defined herein shall have the respective meanings given to them in the Agreement (as defined below).
NON COMPETITION, NON-SOLICITATION, CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENTNon Competition • March 23rd, 2015 • ZAIS Group Holdings, Inc. • Investment advice • New Jersey
In consideration of your becoming employed on the date hereof by ZAIS Group, LLC (“ZAIS”) to work for Z Asset Advisors Group LLC (“ZAA”; collectively with ZAIS, the “Company”) and the payment to you of a sign-on bonus in the amount of $25,000, receipt of which is hereby acknowledged, you hereby agree with the Company as follows:
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ZAIS GROUP PARENT, LLC Effective March 17, 2015Limited Liability Company Agreement • March 23rd, 2015 • ZAIS Group Holdings, Inc. • Investment advice • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (including the Schedules and Exhibits attached hereto, and as it may be amended, restated or otherwise modified from time to time, this “Agreement”) of ZAIS Group Parent, LLC, a Delaware limited liability company (the “Company”), is entered into as of March 17, 2015 (the “Effective Date”), by and among each of the Members, and such other Persons as may become parties to this Agreement and be admitted as Members in accordance with the provisions hereof from time to time (each, a “Member,” and collectively, the “Members”). Certain capitalized terms used in this Agreement are defined in Article I.
VOTING TRUST AGREEMENTVoting Trust Agreement • March 23rd, 2015 • ZAIS Group Holdings, Inc. • Investment advice • Delaware
This AGREEMENT (the “Agreement”) is made this 17th day of March, 2015, by and between (i) Christian M. Zugel, (ii) Laureen Lim, (iii) Sonia Zugel, (iv) Family Trust u/ Christian M. Zugel 2005 GRAT, (v) Zugel Family Trust (collectively, the “Depositors”), (vi) Christian M. Zugel, as trustee (the “Trustee”) and (vii) ZAIS Group Holdings, Inc. (“Holdings”).
INCENTIVE AGREEMENTIncentive Agreement • March 23rd, 2015 • ZAIS Group Holdings, Inc. • Investment advice • New Jersey
THIS INCENTIVE AGREEMENT is dated as of February 26, 2013, and is between ZAIS Group, LLC, a Delaware limited liability company (the “Company”), and, Michael Szymanski an individual residing 253 Phelps Road Ridgewood, NJ 07450 (the “Employee”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • March 23rd, 2015 • ZAIS Group Holdings, Inc. • Investment advice • Delaware
This TAX RECEIVABLE AGREEMENT (the “Agreement”) dated as of March 17, 2015 (the “Effective Date”) is hereby entered into by and among ZAIS Group Holdings, Inc., a Delaware corporation (“Holdings”), and each of the undersigned parties hereto or hereafter identified as Non-Holdings Members (as such term is defined below), and each of their respective successors and assigns.
