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).
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).
first Amendment to TAX RECEIVABLE AGREEMENTTax Receivable Agreement • July 27th, 2015 • ZAIS Group Holdings, Inc. • Investment advice • Delaware
This First Amendment to Tax Receivable Agreement (this “Amendment”) is made and entered into as of July 21, 2015, by and among ZAIS Group Holdings, Inc., a Delaware corporation (“Holdings”) and the Non-Holdings Members (as defined therein). Capitalized terms used in this Amendment but not defined herein shall have the respective meanings given to them in the Agreement (as defined below).
