15,300,000 Shares of Class A Common Stock HF2 FINANCIAL MANAGEMENT INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 26th, 2013 • Hf2 Financial Management Inc. • Blank checks • New York
HF2 Financial Management Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative, with such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
March 21, 2013Hf2 Financial Management Inc. • March 27th, 2013 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). Certain capitalized terms used herein are defined in paragraph 9 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2013 • Hf2 Financial Management Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2013, is by and among HF2 Financial Management Inc., a Delaware corporation (the “Company”), the undersigned parties listed under the heading “Investors” on the signature pages hereto or who may become a party to this Agreement as an “Investor” after the date hereof (each, an “Investor” and collectively, the “Investors”) and EarlyBirdCapital, Inc. (“EBC”).
March 21, 2013Hf2 Financial Management Inc. • March 27th, 2013 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
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 19th, 2018 • 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, Denise Crowley, an individual residing at 420 Everett Road Holmdel, NJ 07733 (the “Employee”).
March 21, 2013Hf2 Financial Management Inc. • March 27th, 2013 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
March 21, 2013Hf2 Financial Management Inc. • March 27th, 2013 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2013 • Hf2 Financial Management Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2013, is by and among HF2 Financial Management Inc., a Delaware corporation (the “Company”), the undersigned parties listed under the heading “Investors” on the signature pages hereto or who may become a party to this Agreement as an “Investor” after the date hereof (each, an “Investor” and collectively, the “Investors”) and EarlyBirdCapital, Inc. (“EBC”).
March 21, 2013Hf2 Financial Management Inc. • March 27th, 2013 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
March 21, 2013Hf2 Financial Management Inc. • March 27th, 2013 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
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).
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.
March 21, 2013Hf2 Financial Management Inc. • March 27th, 2013 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
March 21, 2013Hf2 Financial Management Inc. • March 27th, 2013 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
March 21, 2013Hf2 Financial Management Inc. • March 27th, 2013 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 26th, 2013 • Hf2 Financial Management Inc. • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT, (this “Agreement”), dated as of ___________, 2013, is by and between HF2 Financial Management Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
March 21, 2013Hf2 Financial Management Inc. • March 27th, 2013 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
EARLYBIRDCAPITAL, INC. SANDLER O’NEILL + PARTNERS, L.P. New York, New York 10016 New York, New York 10020 March 21, 2013Hf2 Financial Management Inc. • March 27th, 2013 • Blank checks • New York
This is to confirm our agreement whereby HF2 Financial Management Inc. (“Company”) has requested EarlyBirdCapital, Inc. (“EBC”) and Sandler O’Neill + Partners, L.P. (“Sandler” and together with EBC, the “Financial Advisors”) to assist it in connection with the Company seeking to enter into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination as described in the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission in connection with its initial public offering (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”):
ContractAgreement • March 19th, 2018 • ZAIS Group Holdings, Inc. • Investment advice • New Jersey
THIS AGREEMENT made as of the 1st day of October, 2009 by and between ZAIS Group, LLC, a Delaware limited liability company (the “Company”), and Denise Crowley, an individual residing at 420 Everett Road, Holmdel NJ 07733 (the “Employee”).
SECOND Amendment to SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • July 27th, 2015 • ZAIS Group Holdings, Inc. • Investment advice • Delaware
This Second Amendment to Second Amended and Restated Limited Liability Company Agreement (this “Amendment”) is made and entered into as of July 21, 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).
ContractTrust Agreement • February 26th, 2013 • Hf2 Financial Management Inc. • Blank checks • Delaware
This TRUST AGREEMENT relating to HF2 CLASS B TRUST, dated as of February 22, 2013 is by and among R. BRUCE CAMERON, as Depositor, WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as Trustee, and HF2 FINANCIAL MANAGEMENT INC., a Delaware corporation.
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 26th, 2013 • Hf2 Financial Management Inc. • Blank checks • New York
THIS STOCK ESCROW AGREEMENT (“Agreement”), dated as of , 2013, is by and among HF2 Financial Management Inc., a Delaware corporation (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”), and each of Broad Hollow Investors, LLC, Bulldog Investors, Burke Family Trust, Foote Family Trust, Healey Associates LLC, Healey Family Foundation, PanMar Capital llc, Parsifal Partners B, LP, R. Bradley Forth, Randall S. Yanker, White Sand Investor Group, LP, NAR Special Global, LLC, Thomas Maheras, Daniel T. Smythe, Ramnarain Jaigobind, Paul Schaeffer, Dickinson Investments LLC, SC-NGU LLC, Jeff Hodgman, Robert H. Zerbst and Joseph C. Canavan (collectively, the “Initial Stockholders”).
ZAIS GROUP HOLDINGS, INC. BOARD OF DIRECTORS RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • May 11th, 2015 • ZAIS Group Holdings, Inc. • Investment advice
This Board of Directors Restricted Stock Units Agreement (this “Agreement”), dated as of the Grant Date first stated above, is delivered by ZAIS Group Holdings, Inc., a Delaware corporation, to the Participant named above (the “Participant”), who is a member of the Board of Directors of the Company.
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.
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”).
HF2 Financial Management Inc. Denver, Colorado 80202 Re: Initial Public Offering of HF2 Financial Management Inc. Ladies and Gentlemen:Hf2 Financial Management Inc. • February 26th, 2013 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between HF2 Financial Management Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the Underwriters named in Schedule I thereto (together with the Representative, collectively the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). Certain capitalized terms used herein are defined in paragraph 3 hereof.
FIRST Amendment to EXCHANGE AGREEMENTExchange Agreement • July 27th, 2015 • ZAIS Group Holdings, Inc. • Investment advice • Delaware
This First Amendment to Exchange Agreement (this “Amendment”) is made and entered into as of July 21, 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 under the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of March 17, 2015 (as amended, the “LLC Agreement”), and Christian Zugel (“Zugel”), in his capacity as the Founder Member Representative under the LLC Agreement. Capitalized terms used in this Amendment but not defined herein shall have the respective meanings given to them in the Agreement (as defined below).
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 MERGERAgreement and Plan of Merger • January 12th, 2018 • ZAIS Group Holdings, Inc. • Investment advice • Delaware
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.
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:
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • March 19th, 2018 • ZAIS Group Holdings, Inc. • Investment advice • New Jersey
This Separation and Release Agreement (“Agreement”) is made by and between ZAIS Group, LLC (“EMPLOYER” or “ZAIS”) and Gregory Barrett (“EMPLOYEE”) as of November 20, 2017.
INDEMNITY AGREEMENTIndemnity Agreement • March 24th, 2017 • ZAIS Group Holdings, Inc. • Investment advice • Delaware
This Indemnity Agreement, entered into on ______________ (the “Agreement”), is made by and between ZAIS Group Holdings, Inc., a Delaware corporation (the “Company”) and ______________ (the “Indemnitee”).
STOCKHOLDER VOTING AND SUPPORT AGREEMENTStockholder Voting and Support Agreement • January 12th, 2018 • ZAIS Group Holdings, Inc. • Investment advice • Delaware
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).
