AGREEMENT AND PLAN OF MERGER by and among ZFC HONEYBEE TRS, LLC, ZFC HONEYBEE ACQUISITIONS, LLC, GMFS LLC, HONEYREP, LLC, AS THE SECURITYHOLDER REPRESENTATIVE and ZAIS FINANCIAL CORP., AS GUARANTOR dated as of August 5, 2014Agreement and Plan of Merger • August 6th, 2014 • ZAIS Financial Corp. • Real estate investment trusts • Delaware
This AGREEMENT AND PLAN OF MERGER (as amended or modified from time to time, this “Agreement”), dated as of August 5, 2014, is made and entered into by and among ZFC HONEYBEE TRS, LLC, a Delaware limited liability company (“Buyer”) and an indirect subsidiary of ZAIS FINANCIAL CORP., a Maryland corporation (“Parent”), ZFC HONEYBEE ACQUISITIONS, LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer (“Merger Sub”), GMFS LLC, a Delaware limited liability company (the “Company”), Honeyrep, LLC, a Delaware limited liability company (“Securityholder Representative”), solely in its capacity as the Securityholder Representative (as defined herein), and PARENT, solely in its capacity as guarantor.
