ZAIS Zais Grp. Holdings, Inc. (delisted)

On February 27, 2017, the Board of Directors of ZAIS Group Holdings, Inc. (the “Company”) elected Mark Russo to serve as the Company’s General Counsel, effective April 1, 2017. Mr. Russo is currently the Company’s Assistant General Counsel and has been employed by the Company’s operating subsidiary, ZAIS Group, LLC (“ZAIS”), since 2007.

On February 27, 2017, ZAIS entered into an agreement (the “Agreement”) with Howard Steinberg, the Company’s General Counsel, pursuant to which Mr. Steinberg will resign as General Counsel effective on March 31, 2017 and be retained as Senior Legal Advisor to the Company and ZAIS effective April 1, 2017. Under the Agreement, which has been approved by the Compensation Committee of the Board of Directors of the Company, Mr. Steinberg will receive $150,000 per calendar quarter for his services, plus additional compensation of $900 per hour if he is requested to devote more than 20 hours during any week to advising the Company or ZAIS. In addition, under the Agreement, Mr. Steinberg is entitled to reimbursement of reasonable out-of-pocket expenses incurred in connection with performing services for the Company, an allowance or reimbursement for the reasonable cost of suitable office space in Manhattan should Mr. Steinberg require it, 70% of the premiums for COBRA health and medical insurance coverage for Mr. Steinberg and his spouse paid for by the Company and, after COBRA coverage lapses, up to 70% of the costs of Medicare supplementary health insurance coverage for Mr. Steinberg and his spouse, for as long as he provides legal advisory services to the Company, capped at $3,450 per quarter. Pursuant to the Agreement, Mr. Steinberg also received a payment of $450,000 on February 28, 2017. The Agreement is terminable by the Company or Mr. Steinberg on 30 days’ prior written notice; if it is terminated by the Company other than due to Mr. Steinberg’s failure to perform services, Mr. Steinberg would be entitled to a payment of $300,000.