VOTING AND SUPPORT AGREEMENT
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).
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.
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.
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:
Definitions. For all purposes of and under this Agreement, the following terms shall have the following respective meanings:
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.
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), but excluding (iii) any shares of capital stock of the Company sold by Covered Stockholder pursuant to the
Share Purchase Agreement.
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.
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.
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).
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.
Covenants of the Covered Stockholders.
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.
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.
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.
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.
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.
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.
and Warranties of Covered Stockholder. Each Covered Stockholder hereby represents and warrants to the Company as follows:
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.
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.
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
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.
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.
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.
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.
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.
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
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.
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.
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.
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.
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.
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.
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.
of Essence. Time is of the essence with regard to all dates and time periods set forth or referred to in this Agreement.
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.
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).
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.
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.
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.”
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]
IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date first above written.
||ZAIS GROUP HOLDINGS, INC.|
||/s/ Nisha Motani|
|| Nisha Motani|
||Chief Financial Officer|
||/s/ Neil Ramsey|
||/s/ Neil Ramsey|
||SOLELY FOR PURPOSES OF SECTION 4(e):|
||/s/ Neil Ramsey|
[Signature page to Stockholder Voting
and Support Agreement]
||Shares of Class A Common Stock
||Class A Units|
||Held of Record
|Address for notices:
||Attention: Neil Ramsey
||[EMAIL ADDRESS REDACTED]
NAR Special Global, LLC:
||Shares of Class A Common Stock
||Class A Units|
||Held of Record
|Address for notices:
||Attention: Neil Ramsey
||[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.