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.
INVESTMENT AGREEMENT BY AND AMONG ZAIS GROUP PARENT, LLC, Z ACQUISITION LLC, AND, SOLELY FOR THE PURPOSES OF SECTION 4.02 HEREOF, CHRISTIAN ZUGEL DATED AS OF JANUARY 11, 2018 INVESTMENT AGREEMENTInvestment Agreement • January 12th, 2018 • ZAIS Group Holdings, Inc. • Investment advice • Delaware
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of January 11, 2018, is entered into by and among (i) ZAIS Group Parent, LLC, a Delaware limited liability company (the “Company”), and (ii) Z Acquisition LLC, a Delaware limited liability company (“Parent” and, together with the Company, each a “Party” and collectively the “Parties”) of which Christian Zugel (“Zugel”) is the sole managing member, and (iii) Zugel, solely for the purposes of Section 4.02. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among ZAIS Group Holdings, Inc., a Delaware corporation and the Company’s parent entity and managing member (“ZGH”); ZGH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ZGH (“Merger Sub”); and Parent.
