SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934

Amendment No. 1

________________________

ZAIS GROUP HOLDINGS, INC.

(Name of Issuer)

 _____________________

ZAIS GROUP HOLDINGS, INC.

ZGH MERGER SUB, INC.

Z ACQUISITION LLC

CHRISTIAN ZUGEL

DANIEL A. CURRY

(Name of Persons Filing Statement)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

98887G106
(CUSIP Number of Class of Securities)

Mark Russo General Counsel ZAIS Group Holdings, Inc.
Two Bridge Avenue, Suite 322
Red Bank, NJ 07701-1106
(732) 978-7518 Christian Zugel
Two Bridge Avenue, Suite 322
Red Bank, NJ 07701
(732) 530-3610

(Name, Address and Telephone Numbers of Persons Authorized

to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to:

Warren S. de Wied John Liftin Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 (212) 859-4000 Thomas Giegerich Brian Hoffmann McDermott Will & Emery LLP 340 Madison Avenue New York, New York 10173 (212) 547-5400  

________________________

This statement is filed in connection with (check the appropriate box):

a.	x	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	¨	The filing of a registration statement under the Securities Act of 1933.

c. ¨ A tender offer.

d. ¨ None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:    x

Check the following box if the filing is a final amendment reporting the results of the transaction:    ¨

	Calculation of Filing Fee
Transaction Valuation* $58,102,321.80		Amount of Filing Fee* $7,233.74

* In accordance with Exchange Act Rule 0-11(c) and Fee Rate Advisory No. 1 for Fiscal Year 2018, issued August 24, 2017, the filing fee of $7,233.74 was determined by multiplying 0.0001245 by $58,102,321.80, which represents the sum of (x) the purchase price of $26,650,000 payable pursuant to the Share Purchase Agreement, plus (y) the aggregate Merger Consideration of $31,452,321.80. The aggregate Merger Consideration was calculated based on the sum of (i) 7,567,615 outstanding shares of Class A Common Stock as of February 14, 2018 to be acquired pursuant to the merger multiplied by the $4.10 per share Merger Consideration and (ii) 103,683 shares of Class A Common Stock subject to restricted stock units as of February 14, 2018 multiplied by the $4.10 per share Merger Consideration.

x Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $3,996.74	Filing Party: ZAIS Group Holdings, Inc.
Form or Registration No.: Schedule 14A	Date Filed: February 16, 2018
Amount Previously Paid: $3,237	Filing Party: Christian Zugel and Z Acquisition LLC
Form or Registration No.: Schedule 13E-3	Date Filed: November 21, 2017

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INTRODUCTION

This Amendment No. 1 to Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (as amended, this “Transaction Statement”), amends the Transaction Statement on Schedule 13E-3, together with the exhibits thereto (the “Initial Statement”), filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2017 pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by: (i) Christian Zugel, a citizen of the Federal Republic of Germany (“Mr. Zugel”); and (ii) Z Acquisition LLC, a Delaware limited liability company (“Z Acquisition”).

The Initial Statement related to the Share Purchase Agreement, dated September 5, 2017 (as amended from time to time, the “Share Purchase Agreement”), by and among Mr. Zugel, Z Acquisition and Ramguard LLC (successor by conversion to and formerly known as d.Quant Special Opportunities Fund, L.P.) (“Ramguard”). Pursuant to the Share Purchase Agreement, Z Acquisition agreed to acquire (the “Share Purchase”) 6,500,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of ZAIS Group Holdings, Inc. (formerly known as HF2 Financial Management Inc.), a Delaware corporation (the “Company”), held by Ramguard (the “Target Shares”). Mr. Zugel, the Company’s Chairman and Chief Investment Officer, is the sole managing member of Z Acquisition.

Mr. Zugel and Z Acquisition, together with the Company, ZGH Merger Sub, Inc. (“Sub”) and Daniel Curry (“Mr. Curry”), are filing this Transaction Statement to reflect that (i) on January 11, 2018, Z Acquisition entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Company and Sub pursuant to which Sub will be merged with and into the Company (the “Merger”) and each share of Class A Common Stock outstanding immediately prior to the effective time of the Merger (other than certain excluded shares) will be converted into the right to receive $4.10 in cash, (ii) Mr. Curry, who is a member of Z Acquisition, holding a 40% equity interest therein, has become the President and Chief Executive Officer and a director of the Company, and (iii) Mr. Zugel, Z Acquisition and Ramguard have amended and restated the Share Purchase Agreement to provide for the purchase of 6,500,000 shares of Class A Common Stock owned by Ramguard at a price of $4.10 per share.

Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a preliminary proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act. The Company’s board of directors (the “Board”) will solicit proxies from stockholders of the Company in connection with the Merger pursuant to the definitive version of the Proxy Statement. The Proxy Statement is attached hereto as Exhibit (a)(1), and a copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference. A copy of the amended and restated Share Purchase Agreement is attached to the Proxy Statement as Annex D and is incorporated herein by reference. Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information set forth in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. Capitalized terms used but not defined in this Transaction Statement have the meanings given to them in the Proxy Statement. The Proxy Statement supersedes the information statement included as Exhibit (a) to the Initial Statement.

All information concerning the Company contained in, or incorporated by reference into, this Transaction Statement was supplied by the Company, and all information concerning each other filing person contained in, or incorporated by reference into, this Transaction Statement was supplied by such filing person.

Item 1. Summary Term Sheet.

Regulation M-A, Item 1001

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Annual Meeting and the Merger”

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Item 2. Subject Company Information.

Regulation M-A, Item 1002

(a) Name and Address. The name of the subject company is ZAIS Group Holdings, Inc. Its principal executive offices are located at Two Bridge Avenue, Suite 322, Red Bank, New Jersey 07701. The phone number of its principal executive offices is (732) 530-3610.

(b) Securities. The subject class of equity securities is the Class A Common Stock of the Company. As of February 15, 2018, there were 14,555,113 shares of Class A Common Stock issued and outstanding.

(c) Trading Market and Price. The information set forth in the Proxy Statement under the caption “Important Additional Information Regarding the Company—Market Price of the Common Stock” is incorporated herein by reference.

(d) Dividends. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Additional Information Regarding the Company—Dividends”

“The Merger Agreement—Conduct of Business Pending the Merger”

(e) Prior Public Offerings. None.

(f) Prior Stock Purchases. None.

Item 3. Identity and Background of Filing Person(s)

Regulation M-A, Item 1003

(a)–(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Parties to the Share Purchase Agreement”

“Summary Term Sheet—Parties to the Merger Agreement”

“The Share Purchase Agreement—Parties to the Share Purchase Agreement”

“The Parties to the Merger”

“Important Additional Information Regarding the Company—Company Background”

“Proposal No. 2: Election of Directors”

Item 4. Terms of the Transaction.

Regulation M-A, Item 1004

(a)(1) Tender Offers. Not applicable.

(a)(2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Annual Meeting and the Merger”

“Special Factors—Background”

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“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Parent Parties’ Purposes and Reasons for the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Position of the Parent Parties as to Fairness of the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Plans for the Company After the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Certain Effects of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Interests of the Company’s Directors and Executive Officers in the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Material U.S. Federal Income Tax Consequences of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Anticipated Accounting Treatment of the Share Purchase and the Merger”

“The Share Purchase Agreement—Share Purchase Agreement”

“The Share Purchase Agreement—Promissory Note”

“The Annual Meeting—Required Votes”

“The Merger Agreement—Effect of the Merger on the Common Stock of the Company and Sub”

“The Merger Agreement—Treatment of the Company Equity Awards in the Merger”

“The Merger Agreement—Payment for the Common Stock in the Merger”

“The Merger Agreement—Conditions to the Merger”

Annex A: Merger Agreement

Annex D: Share Purchase Agreement

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Proposal No. 1: Approval of the Merger Agreement—Certain Effects of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Interests of the Company’s Directors and Executive Officers in the Share Purchase and the Merger”

“The Share Purchase Agreement—Share Purchase Agreement”

“The Share Purchase Agreement—Promissory Note”

“The Merger Agreement—Effect of the Merger on the Common Stock of the Company and Sub”

“Agreements With Parent Group Members”

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(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Annual Meeting and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Rights of Appraisal”

Annex C: General Corporation Law of the State of Delaware Section 262—Appraisal Rights

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the caption “The Merger Agreement—Provisions for Unaffiliated Stockholders” is incorporated herein by reference.

(f) Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

Regulation M-A, Item 1005

(a) Transactions. The Information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background”

“Proposal No. 1: Approval of the Merger Agreement—Interests of the Company’s Directors and Executive Officers in the Share Purchase and the Merger”

“Agreements with Parent Group Members”

“Important Additional Information Regarding the Company—Transactions in Common Stock”

“Executive Compensation—Certain Relationships and Related Transactions” 

(b)-(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Parent Parties’ Purposes and Reasons for the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Position of the Parent Parties as to Fairness of the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Plans for the Company After the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Interests of the Company’s Directors and Executive Officers in the Share Purchase and the Merger”

“The Merger Agreement”

“Agreements with Parent Group Members”

“Important Additional Information Regarding the Company—Transactions in Common Stock”

Annex A: Merger Agreement

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(e)   Agreements Involving the Subject Company's Securities.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Proposal No. 1: Approval of the Merger Agreement—Certain Effects of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Interests of the Company’s Directors and Executive Officers in the Share Purchase and the Merger”

“The Share Purchase Agreement”

“The Annual Meeting—Required Votes”

“The Merger Agreement”

“Executive Compensation—Certain Relationships and Related Transactions”

“Agreements with Parent Group Members”

“Important Additional Information Regarding the Company—Transactions in Common Stock”

Annex A: Merger Agreement

Annex D: Share Purchase Agreement

Item 6. Purposes of the Transaction and Plans or Proposals.

Regulation M-A, Item 1006

(a) Purposes.

“Summary Term Sheet— Parent Parties’ Purposes and Reasons for the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Parent Parties’ Purposes and Reasons for the Share Purchase and the Merger”

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Annual Meeting and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Certain Effects of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Plans for the Company After the Merger”

“The Merger Agreement—Effect of the Merger on the Common Stock of the Company and Sub”

“The Merger Agreement—Treatment of Company Equity Awards in the Merger”

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(c)(1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Annual Meeting and the Merger”

“Special Factors—Background”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Parent Parties’ Purposes and Reasons for the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Plans for the Company After the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Certain Effects of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Interests of the Company’s Directors and Executive Officers in the Share Purchase and the Merger”

“The Merger Agreement—Structure of the Merger”

“The Merger Agreement—Effect of the Merger on the Common Stock of the Company and Sub”

“The Merger Agreement—Treatment of Company Equity Awards in the Merger”

“Important Additional Information Regarding the Company—Transactions in Common Stock”

“Proposal No. 1: Approval of the Merger Agreement—Delisting and Deregistration of Common Stock”

Annex A: Merger Agreement

Item 7. Purposes, Alternatives, Reasons and Effects.

Regulation M-A, Item 1013

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Parent Parties’ Purposes and Reasons for the Share Purchase and the Merger”

“Special Factors—Background”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Parent Parties’ Purposes and Reasons for the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Position of the Parent Parties as to Fairness of the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Plans for the Company After the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Certain Effects of the Merger”

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(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Parent Parties’ Purposes and Reasons for the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Certain Effects of the Merger”

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Annual Meeting and the Merger”

“Special Factors—Background”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Parent Parties’ Purposes and Reasons for the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Position of the Parent Parties as to Fairness of the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Plans for the Company After the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Certain Effects of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Interests of the Company’s Directors and Executive Officers in the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Material U.S. Federal Income Tax Consequences of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Anticipated Accounting Treatment of the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Rights of Appraisal”

“The Merger Agreement—Structure of the Merger”

“The Merger Agreement—Effect of the Merger on the Common Stock of the Company and Sub”

“The Merger Agreement—Treatment of the Company Equity Awards in the Merger”

“The Merger Agreement—Payment for the Common Stock in the Merger”

“The Merger Agreement—Fees and Expenses”

“Submission of Stockholder Proposals”

Annex A: Merger Agreement

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Item 8. Fairness of the Transaction.

Regulation M-A, Item 1014

(a)-(b)  Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Position of the Parent Parties as to Fairness of the Share Purchase and the Merger”

“Special Factors—Background”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Opinion of Financial Advisor to the Special Committee”

“Proposal No. 1: Approval of the Merger Agreement—Parent Parties’ Purposes and Reasons for the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Position of the Parent Parties as to Fairness of the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Interests of the Company’s Directors and Executive Officers in the Share Purchase and the Merger”

Annex B: Opinion of Houlihan Lokey Capital, Inc.

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Annual Meeting and the Merger”

“The Annual Meeting—Required Votes”

“The Merger Agreement—Conditions to the Merger”

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(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Position of the Parent Parties as to Fairness of the Share Purchase and the Merger”

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Annual Meeting and the Merger”

“Special Factors—Background”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background”

Item 9. Reports, Opinions, Appraisals and Certain Negotiations.

Regulation M-A, Item 1015

(a)-(c)  Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Opinion of Financial Advisor to the Special Committee”

“Where You Can Find Additional Information”

Annex B: Opinion of Houlihan Lokey Capital, Inc.

The reports, opinions, or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested stockholder of the Company or representative who has been so designated in writing.

Item 10. Source and Amounts of Funds or Other Consideration.

Regulation M-A, Item 1007

(a)-(b) Sources of Funds; Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Proposal No. 1: Approval of the Merger Agreement—Financing”

“Proposal No. 1: Approval of the Merger Agreement—Regulatory Approvals”

“The Share Purchase Agreement”

“The Merger Agreement—Conditions to the Merger”

“Agreements with Parent Group Members”

10

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Proposal No. 1: Approval of the Merger Agreement—Fees and Expenses”

“The Merger Agreement—Fees and Expenses”

(d) Borrowed Funds. Not applicable.

Item 11. Interest in Securities of the Subject Company.

Regulation M-A, Item 1008

(a)Securities Ownership. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Additional Information Regarding the Company—Security Ownership of Management and Certain Beneficial Owners”

(b)Securities Transaction. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“The Share Purchase Agreement”

“Agreements with Parent Group Members”

Item 12. The Solicitation or Recommendation.

Regulation M-A, Item 1012

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Annual Meeting and the Merger”

“The Annual Meeting—Required Votes”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Parent Parties’ Purposes and Reasons for the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Position of the Parent Parties as to Fairness of the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Interests of the Company’s Directors and Executive Officers in the Share Purchase and the Merger”

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(e) Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Annual Meeting and the Merger”

“Special Factors—Background”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Parent Parties’ Purposes and Reasons for the Share Purchase and the Merger”

“Proposal No. 1: Approval of the Merger Agreement—Position of the Parent Parties as to Fairness of the Share Purchase and the Merger”

Item 13. Financial Information.

Regulation M-A, Item 1010

(a) Financial Statements. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Additional Information Regarding the Company—Book Value Per Share and Ratio of Earnings to Fixed Charges”

“Where You Can Find Additional Information”

The audited financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 are incorporated herein by reference.

(b) Pro forma information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

Regulation M-A, Item 1009

(a)-(b) Solicitation of Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Annual Meeting and the Merger”

“Special Factors—Background”

“Proposal No. 1: Approval of the Merger Agreement—Fees and Expenses”

“The Annual Meeting—Solicitation of Proxies”

Item 15. Additional Information.

Regulation M-A, Item 1011

(b)   Golden Parachute Compensation. Not applicable.

(c) Other Material Information.  The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

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Item 16. Exhibits.

Regulation M-A, Item 1016

(a)(1)	Preliminary Proxy Statement of ZAIS Group Holdings, Inc. (incorporated by reference to the Schedule 14A (File No. 001-35848), filed concurrently by the Company with the SEC on February 16, 2018 (the “Proxy Statement”)).
(a)(2)	Form of Proxy Card (incorporated by reference to the Proxy Statement).
(a)(3)	Letter to the Company Stockholders (incorporated by reference to the Proxy Statement).
(a)(4)	Notice of Annual Meeting of Stockholders (incorporated by reference to the Proxy Statement).
(a)(5)	Press Release, dated January 12, 2018 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 001-35848), filed with the SEC on January 12, 2018).
(a)(6)	Letter from Christian Zugel to the Special Committee, dated September 5, 2017 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 001-35848), filed with the SEC on September 7, 2017).
(c)(1)	Opinion of Houlihan Lokey Capital, Inc. (incorporated by reference to Annex B of the Proxy Statement).
(c)(2)	Presentation, dated January 11, 2018, of Houlihan Lokey Capital, Inc. to the Special Committee.
(c)(3)	Preliminary Discussion Materials, dated November 15, 2017, of Houlihan Lokey Capital, Inc. for the Special Committee.
(d)(1)	Agreement and Plan of Merger, dated as of January 11, 2018, by and among ZAIS Group Holdings, Inc., Z Acquisition LLC, and ZGH Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-35848), filed with the SEC on January 12, 2018).
(d)(3)	Stockholder Voting and Support Agreement, dated as of January 11, 2018, by and among ZAIS Group Holdings, Inc., Z Acquisition LLC, Christian Zugel, Sonia Zugel, Zugel Family Trust, and Family Trust U/A Christian M. Zugel 2005 GRAT (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35848), filed with the SEC on January 12, 2018).
(d)(4)	Stockholder Voting and Support Agreement, dated as of January 11, 2018, by and among ZAIS Group Holdings, Inc. and Ramguard LLC, NAR Special Global, LLC, and, for limited purposes, Neil Ramsey (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-35848), filed with the SEC on January 12, 2018).
(d)(5)	Letter Agreement, dated as of January 11, 2018, executed by Daniel Curry (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-35848), filed with the SEC on January 12, 2018).
(d)(6)	Investment Agreement, dated as of January 11, 2018, by and among ZAIS Group Parent, LLC, Z Acquisition LLC and, for limited purposes, Christian Zugel (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-35848), filed with the SEC on January 12, 2018).
(d)(7)	Share Purchase Agreement, dated as of September 5, 2017 by and among Z Acquisition LLC, Ramguard LLC, and Christian Zugel (incorporated by reference to the Schedule 13D/A (File No. 005-87370) filed by Christian Zugel and Z Acquisition LLC (File No. 005-87370) with the SEC on September 6, 2017).

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(d)(8)	Amended and Restated Share Purchase Agreement, dated as of January 11, 2018 by and among Z Acquisition LLC, Ramguard LLC, and Christian Zugel (incorporated by reference to Exhibit 99.8 to the Schedule 13D/A (File No. 005-87370) filed by Christian Zugel, Z Acquisition LLC, Zugel Family Trust, Sonia Zugel and Family Trust U/A Christian M. Zugel 2005 GRAT with the SEC on January 16, 2018).
(d)(9)	Second Amended and Restated Limited Liability Company Agreement of Z Acquisition LLC, dated as of January 11, 2018, by and among Z Acquisition LLC, Christian Zugel, Daniel Curry, Sonia Zugel and Zugel Family Trust and the other Members (incorporated by reference to Exhibit 99.11 to the Schedule 13D/A (File No. 005-87370) filed by Christian Zugel, Z Acquisition LLC, Zugel Family Trust, Sonia Zugel and Family Trust U/A Christian M. Zugel 2005 GRAT with the SEC on January 16, 2018).
(d)(10)	Investment Agreement, dated as of September 16, 2014, by and among ZAIS Group Parent, LLC, HF2 Financial Management Inc. and the members of ZAIS Group Parent, LLC, as amended on October 31, 2014 (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-35848), filed with the SEC on January 16, 2015).
(d)(11)	Second Amendment to Investment Agreement, dated as of March 4, 2015, by and among HF2 Financial Management Inc., ZGP and the members of ZGP (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on March 4, 2015).
(d)(12)	Voting Trust Agreement, dated as of March 17, 2015, by and among Christian M. Zugel, Laureen Lim, Sonia Zugel, Family Trust u/ Christian M. Zugel 2005 GRAT, Zugel Family Trust, Christian M. Zugel, as trustee, and the Company (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on March 23, 2015).
(d)(13)	Second Amended and Restated Limited Liability Company Agreement of ZAIS Group Parent, LLC, entered into as of March 17, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on March 23, 2015).
(d)(14)	First Amendment to the Second Amended and Restated Limited Liability Company Agreement of ZAIS Group Parent, LLC, entered into as of March 20, 2015 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on March 23, 2015).
(d)(15)	Second Amendment to the Second Amended and Restated Limited Liability Company Agreement of ZAIS Group Parent, LLC, entered into as of July 21, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35848), filed with the SEC on July 27, 2015).
(d)(16)	Exchange Agreement, dated as of March 17, 2015, by and among the Company, ZGP, the Company Unitholders (as defined therein) and Christian M. Zugel (solely in his capacity as the trustee of the ZGH Class B Voting Trust) (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on March 23, 2015).
(d)(17)	First Amendment to Exchange Agreement by and among ZAIS Group Parent, LLC, ZAIS Group Holdings, Inc., the Company Unitholders (as defined therein) and Christian M. Zugel, as trustee of the ZGH Class B Voting Trust, entered into as of July 21, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-35848), filed with the SEC on July 27, 2015).
(d)(18)	Registration Rights Agreement, dated as of March 17, 2015, by and among the Company and the Holders (as defined therein) (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K (File No. 001-35848), filed with the SEC on March 23, 2015).

14

(d)(19)	Tax Receivable Agreement, dated as of March 17, 2015, by and among the Company and the parties signatory thereto (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K (File No. 001-35848), filed with the SEC on March 23, 2015).
(d)(20)	First Amendment to Tax Receivable Agreement by and among ZAIS Group Holdings, Inc. and the other parties signatory thereto, entered into as of July 21, 2015 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-35848) filed, with the SEC on July 27, 2015).
(f)	General Corporation Law of the State of Delaware Section 262—Appraisal Rights (incorporated by reference to Annex C of the Proxy Statement)

15

SIGNATURE

After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:    February 16, 2018

ZAIS GROUP HOLDINGS, INC.
By:	/s/ Nisha Motani
	Nisha Motani
	Chief Financial Officer
ZGH MERGER SUB, INC.
By:	/s/ Nisha Motani
	Nisha Motani
	Treasurer
Z ACQUISITION LLC
By:	/s/ Christian Zugel
	Christian Zugel
	Managing Member
CHRISTIAN ZUGEL
/s/ Christian Zugel
Christian Zugel
DANIEL CURRY
/s/ Daniel Curry
Daniel Curry

16

EX-99.(C)(2)

Exhibit (c)(2)

ZAIS Group Holdings, Inc. PRESENTATION TO THE SPECIAL COMMITTEE JANUARY 11, 2018 | CONFIDENTIAL

Certain Changes Since November 15, 2017 Special Committee Discussion Materials Market Data Updated to January 10, 2018 Remaining ZAIS RSUs (2.1 million) priced at January 10, 2018 closing stock price of $3.80 per share (from $2.20 per share previously) Tax Reform Per Company management, tax rate utilized for Company projections and in WACC calculation was reduced to 28.1% (from 39.6%), based on tax reform legislation signed in December 2017 Company Projections Company management changes to Zephyr A - 7 management fees Zephyr A - 7 was an investment vehicle with a $300 million target in committed capital designed to buy distressed CLO assets during previous market sell - off $68 million in capital commitments raised to date Revised management revenue projections assume that no additional assets will be raised for Zephyr A - 7 Removal of certain one - time, transaction - related fees from professional fees Other: Additional tax attribute value contributed by ZGH - level amortization Expenses and reimbursements Reduction in AUM for ZAIS opportunity and certain SMAs Q4 2017 preliminary results 2

Page 1. Financial Analysis 3 2. Appendix 10

Summary of Selected Management Forecast Assumptions REVENUES Assets raised in both CLO and Non - CLO funds Approximately $5.0 billion additional CLO assets raised Approximately $0.7 billion in Non - CLO net flows No new Non - CLO funds; asset growth from market appreciation and marginal net flows No incentive f ees on CLO business EXPENSES 2.0% base compensation growth per year 4.0% and 6.0% annual incentive compensation growth for non - financial and financial staff, respectively 3.0% annual growth in non - compensation expenses BALANCE SHEET AND CAPITAL No capital raises Funding through retained earnings and balance sheet cash CLO risk retention rules assumed to end in 2019E No cash outflows associated with new CLOs after 2019E No debt No material capital expenditures Projection Model Source: Company management Company management supplied projections through 2022E 4

Summary of Projected Financials Projections represent management’s forecast for ZAIS Group Revenues are based on projected assets for each fund under management, as well as anticipated funds to be raised over the projection period Expenses related to business expenses, including compensation expense, public company reporting costs, and other operating expenses Income associated with equity investments shown in Other Income Management assumes no CLO risk retention requirements after 2019E No tax benefit assumed under TRA agreement per Company management’s assumption that there will be no Class A units exchanged for cash or Class A common shares over the projection period Source: Company management projections Adj. EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non - recurring items. E refers to Estimated. AUM refers to Assets Under Management. n.m. refers to not meaningful. Projected Financials of ZAIS Group $ in thousands Dec-17E Dec-18E Dec-19E Dec-20E Dec-21E Dec-22E Platform Total Revenues $29,182 $33,277 $41,726 $49,019 $52,595 $55,729 Total Expenses (40,525) (41,926) (46,324) (50,363) (50,228) (51,454) Total Adj. EBITDA ($11,344) ($8,649) ($4,598) ($1,345) $2,367 $4,274 Margin (38.9%) (26.0%) (11.0%) (2.7%) 4.5% 7.7% Growth n.m. n.m. n.m. n.m. n.m. 80.6% Average AUM $3,703,041 $5,350,816 $6,943,522 $8,872,986 $9,873,188 $10,594,705 Growth 12.7% 44.5% 29.8% 27.8% 11.3% 7.3% Other Income and Expenses Investment Income $3,283 $1,473 $3,869 $5,833 $5,660 $5,487 Other Income 296 296 296 296 296 296 Depreciation and Amortization (275) (59) (59) (59) 0 0 Severance (72) 0 0 0 0 0 Total $3,233 $1,711 $4,107 $6,071 $5,957 $5,784 Growth (5.5%) (47.1%) 140.1% 47.8% (1.9%) (2.9%) Investment Income / Average Investments in affiliates 13.2% 6.5% 13.0% 16.9% 16.4% 16.1% $ in thousands Dec-17E Dec-18E Dec-19E Dec-20E Dec-21E Dec-22E Balance Sheet Cash and cash equivalents $41,607 $31,933 $24,885 $32,641 $42,115 $53,215 Income and fees receivable 8,740 8,740 8,740 8,740 8,740 8,740 Investments in affiliates, at fair value 20,142 25,129 34,590 34,577 34,316 33,992 Due from related parties 958 958 958 958 958 958 Property and equipment, net 176 117 59 0 0 0 Prepaid expenses 533 533 533 533 533 533 Other assets 341 341 341 341 341 341 Total Assets $72,496 $67,751 $70,105 $77,790 $87,002 $97,778 Notes payable $0 $0 $0 $0 $0 $0 Compensation payable 9,716 10,087 11,287 12,599 13,488 14,206 Due to related parties 31 31 31 31 31 31 Fees payable 2,412 2,412 2,412 2,412 2,412 2,412 Other liabilities 1,250 1,250 1,250 1,250 1,250 1,250 Total Liabilities $13,409 $13,780 $14,980 $16,292 $17,181 $17,899 Total Equity $59,087 $53,971 $55,126 $61,498 $69,821 $79,879 5

Financial Analyses Summary Per Share Sum - of - the - Parts $ per share; for purposes of platform and tax attributes: 15.0% discount rate, 0.0% terminal growth rate and 28.1% combined federal and state tax rate $ per share; for purposes of platform and tax attributes: 13.0 % discount rate, 2.0 % terminal growth rate and 28.1% combined federal and state tax rate Management Liquidation Analysis (Informational) ( 1) $2.33 Source: Company public filings, Company management projections, SNL Financial, Capital IQ, Bloomberg Note: No particular weight was attributed to any analysis. 1. Liquidation value as of September 30, 2017; assumes orderly liquidation. 2. Estimated as of December 31, 2017 per Company management projections. $ per share (2) (2) (2) (2) Z Acquisition Transaction $4.10 $0.93 $1.92 $0.22 $0.19 $3.25 $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 Platform Value Balance Sheet Investments Net Cash Tax Attributes Total Implied Equity Value $0.93 $1.92 $0.22 $0.45 $3.51 $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 Platform Value Balance Sheet Investments Net Cash Tax Attributes Total Implied Equity Value $3.25 $3.51 $2.00 $2.50 $3.00 $3.50 $4.00 $4.50 $5.00 6

Sum - of - the - Parts Analysis Summary Shares outstanding and dollars in millions, except per share values Source: Projections per Company management Note : Present values as of December 31, 2017; mid - year convention applied. 1. Based on discounted cash flow analysis based on Company management projections, perpetuity growth rate of 0% to 2%, discount rate of 13.0% to 15.0%, and 28.1% combined federal and state tax rate. 2. Estimated as of December 31, 2017 per Company management projections. 3. Represents retained CLO risk retention equity interests. 4. Based on 14.7 million diluted shares of Class A common stock per Company public filings. Includes 0.1 million restricted stock units per Company. 5. Based on 7.0 million Founding Member Class A units per Company public filings. Summary Low High Implied Value Reference Range of Going Concern (Platform Value) [1] $4.0 -- $9.7 Balance Sheet Investments [2] [3] 20.1 -- 20.1 Balance Sheet Cash [2] 41.6 41.6 Implied Value Reference Range of Platform and Net Assets $65.8 -- $71.4 Class A Unit Percentage Ownership of ZGP [4] [5] 67.7% -- 67.7% Class A Unit Economic Interests before Tax Attributes $44.5 -- $48.3 PV of Tax Attributes Benefit to Class A Shares 3.2 3.2 Class A Unit Economic Interests after Tax Attributes $47.7 $51.5 Class A Diluted Shares Outstanding [4] 14.7 -- 14.7 Class A Unit Economic Interests $3.25 -- $3.51 7

Platform Discounted Cash Flow Analysis Source: Projections per Company management Note : Present values as of December 31, 2017; mid - year convention applied. 1. Stock - based compensation treated as cash expense to approximate dilutive impact. 2. Combined federal and state tax rate of 28.1% for projection period and terminal value perpetuity assumption, with no tax b ene fit in negative EBIT years. 3. Unburdened by cash outflows from CLO investments in 2018E and 2019E related to CLO risk retention rules; assumes required CLO risk retention cash outflows not applicable after 2019E. No change in working capital assumed in perpetuity . 4 . Implied from corresponding discount rate and perpetual growth rate applied to 2022E unlevered free cash flow; shown for informational purposes. E refers to Estimated. PV refers to Present Value. Adj. EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization , adjusted for certain non - recurring items. EBIT refers to Earnings Before Interest and Taxes. $ in millions Discounted Cash Flow Year Ended December 31, 2018E 2019E 2020E 2021E 2022E Implied 2022E Adj. EBITDA Total Revenues $33.3 $41.7 $49.0 $52.6 $55.7 Terminal Multiple [4] Growth % 14.0% 25.4% 17.5% 7.3% 6.0% Discount Rate 0.00% 1.00% 2.00% 13.0% 5.9x 6.4x 7.1x Compensation and Benefits [1] (23.4) (24.6) (26.2) (25.7) (26.7) 13.5% 5.7x 6.2x 6.8x General & Administrative (18.6) (21.7) (24.2) (24.5) (24.8) 14.0% 5.5x 6.0x 6.5x Adj. EBITDA ($8.6) ($4.6) ($1.3) $2.4 $4.3 14.5% 5.3x 5.8x 6.3x Margin % (26.0%) (11.0%) (2.7%) 4.5% 7.7% 15.0% 5.1x 5.6x 6.0x Depreciation & Amortization (0.1) (0.1) (0.1) 0.0 0.0 EBIT ($8.7) ($4.7) ($1.4) $2.4 $4.3 Taxes [2] 0.0 0.0 0.0 (0.7) (1.2) PV of Terminal Value [5] Unlevered Earnings ($8.7) ($4.7) ($1.4) $1.7 $3.1 as a % of Enterprise Value Depreciation & Amortization 0.1 0.1 0.1 0.0 0.0 Discount Rate 0.00% 1.00% 2.00% Change in Net Working Capital [3] 0.4 1.2 1.3 0.9 0.7 13.0% 198.4% 182.9% 169.9% Unlevered Free Cash Flows ($8.3) ($3.4) ($0.0) $2.6 $3.8 13.5% 211.8% 193.8% 178.9% 14.0% 227.8% 206.5% 189.2% 14.5% 247.1% 221.6% 201.2% Present Value PV of Terminal Value [3] Based of Cash Flows on Perpetual Growth Rate for Implied Enterprise Value Discount Rate (2018E - 2022E) 2022E Unlevered Free Cash Flow 0.00% 1.00% 2.00% 0.00% 1.00% 2.00% 13.0% ($6.8) $13.6 $14.9 $16.4 $6.9 $8.2 $9.7 13.5% (6.8) 12.9 14.0 15.4 6.1 7.2 8.6 14.0% (6.8) + 12.2 13.2 14.5 = 5.3 6.4 7.7 14.5% (6.9) 11.5 12.5 13.6 4.7 5.6 6.8 15.0% (6.9) 10.9 11.8 12.9 4.0 4.9 6.0 8

Management Liquidation Analysis (Informational) Source: Company management Note: Liquidation value as of September 30, 2017. n.a . refers to not provided $ in thousands, except per share Liquidation Summary In addition to a financial forecast, Company management prepared a Company liquidation analysis assuming an orderly liquidati on Amount Per Share Balance Sheet Items / Net Assets Value of Leveraged Finance IMAs used in 1940 Act Testing (September 2017) $9,673.0 $0.45 Value of Investments held by ZAIS (Zephyr A-6, Topwater, Prelude) (September 2017) 43,868.0 2.03 Cash (September 2017) 16,242.0 0.75 Value of Assets $69,783.0 $3.22 Less: Other Liabilities 0.0 0.00 Net Assets $69,783.0 $3.22 Plus: Estimated Inflow Related to Mgmt. Fees for Q4 2017 + Q1 2018 7,867.3 0.36 Plus: Estimated Inflow Related to Incentive Fees for Q4 2017 + Q1 2018 (INARI, Opp, 1st Loss Accts) 6,306.0 0.29 Estimated Outflow for Base Comp & Operating Exp for Q4 2017 + Q1 2018 (10,173.0) (0.47) Q1 2018 Accrued Bonus/Guarantee Payout (10,120.0) (0.47) Bell Works - Cash Lease Cost Over Remaining Term of Lease (2,900.0) (0.13) Berkshire Capital Financial Advisory Fee (500.0) (0.02) Total Operating Related Cash Flows ($9,519.8) ($0.44) Legal Expense (3,000.0) (0.14) Professional Liability Insurance Policy (Six-Year Tail) (2,200.0) (0.10) Remainder of Lease Costs for Red Bank Post-Liquidation n.a. Remainder of Lease Costs for London Post-Liquidation n.a. Legal Costs for Closing London Office n.a. Estimated Employee Severance (Calculated under Current ZAIS Policy) (2,400.0) (0.11) Retention / Severance Payments Payable through February 2021 (2,247.2) (0.10) Liquidation Related Costs ($9,847.2) ($0.45) Total Liquidation Proceeds (Costs) $50,416.1 $2.33 9

Page 1. Financial Analysis 3 2. Appendix 10 Weighted Average Cost of Capital and Tax Attributes Overview 11 Management Financial Projections 15 Disclaimer 20

Page 1. Financial Analysis 3 2. Appendix 10 Weighted Average Cost of Capital and Tax Attributes Overview 11 Management Financial Projections 15 Disclaimer 20

Weighted Average Cost of Capital Sources: SNL Financial, Capital IQ, Bloomberg, Public filings Note : No company used for comparative purposes is identical to the Company or its business. Financial data as of most recent available; market data as of January 10, 2018 (except ZAIS market data, which is as of unaffected date of September 5, 2017 ). 1. Debt amount based on most recent public filing as of January 10, 2018. 2 . Preferred stock amount as stated in most recent public filing as of January 10, 2018. 3. Equity market value based on closing stock price on January 10, 2018, and on common shares and common share equivalents from most recent public filing as of January 10, 2018. 4. Total capitalization equal to equity market value + debt outstanding + preferred stock . 5. Based on actual weekly beta over five years as of January 10, 2018, per Bloomberg. 6. Unlevered Beta = Levered Beta / (1 + ((1 – Tax Rate) * (Debt to Equity Market Value)) + (Preferred Stock to Equity Market Val ue)); computed Levered Beta = Selected Unlevered Beta * (1 + ((Debt to Equity Market Value) * (1 – Tax Rate)) + (Preferred Stock to Equity Market Value)). Based on market and capital structure assumptions. 7. Based on review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply si de and demand side models and other materials. 8. 2017 Duff & Phelps Valuation Handbook, Appendix 3 . 9 . Cost of Equity = Risk - Free Rate of Return + (Levered Beta * Equity Risk Premium) + Size Premium. Risk - Free Rate of Return as of January 10, 2018, based on 20 - year U.S. Treasury Bond Yield 10 . Based on selected companies’ weighted average interest rate per most recent public filings. 11. Based on selected companies’ weighted average preferred dividend per most recent public filings. 12. Weighted Average Cost of Capital (WACC) = (Cost of Debt * (1 – Tax Rate) * Debt to Total Capitalization) + (Cost of Equity * Equity Market Value to Total Capitalization) + (Cost of Preferred * Preferred Stock to Total Capitalization). See next page for tax rate assumption . Debt to Debt Preferred Preferred Equity Market Preferred Equity Market Total Equity Market to Total Stock to Equity Stock to Total Value to Total Selected Company Debt [1] Stock [2] Value [3] Capitalization [4] Value Capitalization Market Value Capitalization Capitalization Medley Management Inc. $138.9 # $0.0 # $200.0 # $338.9 # 69.5%# 41.0%# 0.0%# 0.0%# 59.0% Ares Management, L.P. 486.0 # 298.8 # 5,100.3 # 5,885.1 # 9.5%# 8.3%# 5.9%# 5.1%# 86.7% Apollo Global Management, LLC 1,361.0 # 264.4 # 14,552.3 # 16,177.7 # 9.4%# 8.4%# 1.8%# 1.6%# 90.0% Carlyle Group L.P. 1,515.6 # 0.0 # 8,312.2 # 9,827.8 # 18.2%# 15.4%# 0.0%# 0.0%# 84.6% Oaktree Capital Group, LLC 746.6 # 0.0 # 7,169.6 # 7,916.1 # 10.4%# 9.4%# 0.0%# 0.0%# 90.6% Median $746.6 $0.0 $7,169.6 $7,916.1 10.4% 9.4% 0.0% 0.0% 86.7% Mean $849.6 $112.6 $7,066.9 $8,029.1 23.4% 16.5% 1.5% 1.3% 82.2% ZAIS Group Holdings, Inc. $0.0 $0.0 $37.2 $37.2 0.0% 0.0% 0.0% 0.0% 100.0% Levered Unlevered Equity Risk Size Cost of Cost of Cost of Preferred Selected Company Beta [5] Beta [6] Premium [7] Premium [8] Equity [9] Debt [10] Stock [11] WACC [12] Medley Management Inc. 1.70 # 1.13 # 6.00% 5.59% 18.5%# 7.1%# 0.0%# 13.0% Ares Management, L.P. 0.78 # 0.69 # 6.00% 0.98% 8.4%# 3.5%# 6.7%# 7.8% Apollo Global Management, LLC 1.17 # 1.08 # 6.00% 0.61% 10.4%# 3.6%# 7.2%# 9.7% Carlyle Group L.P. 1.57 # 1.39 # 6.00% 0.89% 13.0%# 4.5%# 0.0%# 11.5% Oaktree Capital Group, LLC 0.85 # 0.79 # 6.00% 0.89% 8.7%# 4.5%# 0.0%# 8.2% Median 1.17 1.08 10.4% 4.5% 0.0% 9.7% Mean 1.21 1.02 11.8% 4.7% 2.8% 10.0% ZAIS Group Holdings, Inc. 0.73 0.73 6.00% 5.59% 12.7% 0.0% 0.0% 12.7% 12

Weighted Average Cost of Capital Sources: SNL Financial, Capital IQ, Bloomberg, Public filings Note: No company used for comparative purposes is identical to the Company or its business. Financial data as of most recent available; market data as of January 10, 2018 (except ZAIS stock price, which is as of unaffected date of September 5, 2017 ). 1 . Risk - Free Rate of Return as of January 10, 2018, based on 20 - year U.S. Treasury Bond Yield. 2. Based on review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply side and demand side mod els and other materials. 3. 2017 Duff & Phelps Valuation Handbook, Appendix 3. 4 . Per Company management . 5. Based on review of corresponding metrics of selected companies and of the Company listed on previous page . 6. Based on review of selected companies’ unlevered betas listed on previous page. 7. Computed Levered Beta = Selected Unlevered Beta * (1 + ((Debt to Equity Market Value) * (1 – Tax Rate)) + (Preferred Stock to Equity Market Value)). Based on Market and Capital Structure Assumptions. 8. Cost of Equity = Risk - Free Rate of Return + (Computed Levered Beta * Equity Risk Premium) + Size Premium. Based on Market Assumptions. 9. Weighted Average Cost of Capital (WACC) = (Cost of Debt * (1 – Tax Rate) * Debt to Total Capitalization) + (Cost of Equity * Equity Marke t Value to Total Capitalization) + (Cost of Preferred Stock * Preferred Stock to Total Capitalization). Based on "Cost of Equity for Computed WACC" and Market and Capital Structure Assumptions . Market Capital Structure Cost of Equity for [Cost of Equity based on Assumptions Assumptions Computed WACC [Subject Company] Observed Beta] Risk-Free Rate of Return [1] 2.73% Debt to Total Capitalization [5] 9.4% Selected Unlevered Beta [6] 1.08 Equity Risk Premium [2] 6.00% Preferred Stock to Total Capitalization [5] 0.0% Computed Levered Beta [7] 1.16 Size Premium [3] 5.59% Equity Market Value to Total Capitalization [5] 90.6% Cost of Equity [8] 15.3% Tax Rate [4] 28.1% Debt to Equity Market Value 10.4% Preferred Stock to Equity Market Value 0.0 Cost of Debt [5] 4.5% Cost of Preferred Stock [5] 0.0% Computed Weighted Average Cost of Capital [9] 14.1% Check Selected Company Decile with MM and Trans Approaches Selected Weighted Average Cost of Capital Range 13.0% - - 15.0% 13

Tax Attributes Overview Source : Company management projections, Public filings Note: Present values as of December 31, 2017; mid - year convention applied . NOL rolled - forward from Company’s 9/30/17 publicly disclosed financials using Company management projections for Q4 2017. 1. Assumes utilization of post - 2022E remaining NOL in 2023E. 2. Pre - tax income does not include stock - based compensation. 3 . Assumed 28.1% combined federal and state tax rate per Company Management. 4 . Discount rate assumed to be ZAIS cost of equity (15.3%) based on selected public companies. E refers to Estimated. NMF refers to not meaningful. $ in millions For Three Months Ending 12/31, Year Ended December 31, Pretax Income 2017 2018E 2019E 2020E 2021E 2022E 2023E [1] Total Pretax Income / (Loss) [2] ($1.4) ($5.1) $1.2 $6.4 $8.3 $10.1 Stock-Based Comp Tax Adjustment (0.3) (0.4) ZAIS-Related 67.5% 67.7% 67.7% 67.7% 67.7% 67.7% ZGH-Level Expense ($0.0) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) Total Pretax Income / (Loss) [2] ($1.2) ($3.8) $0.7 $4.2 $5.5 $6.7 % change -- NMF NMF 528.0% 31.4% 21.3% Tax Liability Before Tax Asset Usage [3] $0.0 $0.0 $0.2 $1.2 $1.6 $1.9 NOL Carryforward Pretax Income / (Loss) Subject to NOL Usage $0.0 $0.0 $0.7 $4.2 $5.5 $6.7 Beginning NOL $12.9 $14.1 $18.0 $17.3 $13.1 $7.6 $0.9 Add: New NOL 1.2 3.8 0.0 0.0 0.0 0.0 0.0 Less: Existing NOL Usage 0.0 0.0 0.7 4.2 5.5 6.7 0.9 Less: New NOL Usage 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Ending NOL $14.1 $18.0 $17.3 $13.1 $7.6 $0.9 $0.0 Tax Relief from NOL Usage $0.0 $0.0 $0.2 $1.2 $1.6 $1.9 $0.2 Tax Liability after NOL Usage $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 Total Annual Tax Savings NOL Tax Savings $0.0 $0.2 $1.2 $1.6 $1.9 $0.2 Discount Period 0.5 1.5 2.5 3.5 4.5 5.5 Discount Factor [4] 0.9 0.8 0.7 0.6 0.5 0.5 Present Value of Tax Savings $0.0 $0.2 $0.8 $0.9 $1.0 $0.1 Total Federal & State Tax Savings (Rounded) $3.0 Year Ended December 31, 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E ZGH-Level Amortization $0.0 $0.1 $0.1 $0.1 $0.1 $0.1 $0.1 $0.1 $0.1 $0.1 $0.1 $0.1 Net Tax Savings from ZGH-Level Amortization $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 Discount Period 0.5 1.5 2.5 3.5 4.5 5.5 6.5 7.5 8.5 9.5 10.5 11.5 Discount Factor [4] 0.9 0.8 0.7 0.6 0.5 0.5 0.4 0.3 0.3 0.3 0.2 0.2 Present Value of Tax Savings $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 Total Tax Savings from ZGH Level Amortization $0.2 Total Present Value of Tax Attributes $3.2 14

Page 1. Financial Analysis 3 2. Appendix 10 Weighted Average Cost of Capital and Tax Attributes Overview 11 Management Financial Projections 15 Disclaimer 20

Management Forecast Revenues Source: Company management E refers to Estimated. $ in thousands Dec-17E Dec-18E Dec-19E Dec-20E Dec-21E Dec-22E Income Statement Non-CLO Business Management Fees $10,950 $12,996 $15,978 $17,638 $19,320 $21,127 Incentive Fees $11,517 $7,381 $7,740 $8,253 $8,758 $9,299 Other Revenues 1,617 300 300 300 300 300 Total Revenues $24,084 $20,677 $24,018 $26,191 $28,378 $30,727 Growth (20.6%) (14.1%) 16.2% 9.0% 8.4% 8.3% CLO Business Management Fees $5,008 $12,600 $17,708 $22,828 $24,217 $25,002 Incentive Fees $89 $0 $0 $0 $0 $0 Total Revenues $5,097 $12,600 $17,708 $22,828 $24,217 $25,002 Growth 217.5% 147.2% 40.5% 28.9% 6.1% 3.2% 16

Management Forecast Operating Expenses Source: Company management E refers to Estimated. $ in thousands Dec-17E Dec-18E Dec-19E Dec-20E Dec-21E Dec-22E Expenses Salaries ($9,306) ($9,492) ($9,682) ($9,876) ($10,073) ($10,275) Incentive Compensation (12,264) (9,998) (11,198) (12,510) (13,399) (14,117) Stock-Based Compensation (1,308) (1,822) (1,646) (1,646) 0 0 Payroll Tax and Benefits (1,562) (2,048) (2,104) (2,163) (2,216) (2,267) Compensation and Benefit Expense ($24,440) ($23,361) ($24,630) ($26,195) ($25,688) ($26,658) Professional Fees ($6,760) ($5,051) ($5,203) ($5,359) ($5,519) ($5,685) Research Expenses (2,930) (3,017) (3,108) (3,201) (3,297) (3,396) Fee Rebates (1,091) (5,133) (7,859) (9,919) (9,863) (9,678) Occupancy and utilities (1,030) (1,061) (1,092) (1,125) (1,159) (1,194) Information Systems (983) (1,013) (1,043) (1,075) (1,107) (1,140) Travel & Entertainment (727) (749) (771) (794) (818) (843) Insurance (1,212) (1,249) (1,286) (1,325) (1,365) (1,406) Other (1,352) (1,292) (1,331) (1,371) (1,412) (1,454) Other General and Administrative ($16,085) ($18,565) ($21,694) ($24,169) ($24,540) ($24,796) Total Operating Expense ($40,525) ($41,926) ($46,324) ($50,363) ($50,228) ($51,454) Margin 138.9% 126.0% 111.0% 102.7% 95.5% 92.3% 17

Management Forecast Platform Summary and Other Income and Expenses Source: Company management E refers to Estimated. n.m. refers to not meaningful . AUM refers to Assets Under Management . $ in thousands Dec-17E Dec-18E Dec-19E Dec-20E Dec-21E Dec-22E Platform Total Revenues $29,182 $33,277 $41,726 $49,019 $52,595 $55,729 Total Expenses (40,525) (41,926) (46,324) (50,363) (50,228) (51,454) Total Adj. EBITDA ($11,344) ($8,649) ($4,598) ($1,345) $2,367 $4,274 Margin (38.9%) (26.0%) (11.0%) (2.7%) 4.5% 7.7% Growth n.m. n.m. n.m. n.m. n.m. 80.6% Average AUM $3,703,041 $5,350,816 $6,943,522 $8,872,986 $9,873,188 $10,594,705 Growth 12.7% 44.5% 29.8% 27.8% 11.3% 7.3% Other Income and Expenses Investment Income $3,283 $1,473 $3,869 $5,833 $5,660 $5,487 Other Income 296 296 296 296 296 296 Depreciation and Amortization (275) (59) (59) (59) 0 0 Severance (72) 0 0 0 0 0 Total $3,233 $1,711 $4,107 $6,071 $5,957 $5,784 Growth (5.5%) (47.1%) 140.1% 47.8% (1.9%) (2.9%) 18

Management Forecast Balance Sheet Source: Company management E refers to Estimated. $ in thousands Dec-17E Dec-18E Dec-19E Dec-20E Dec-21E Dec-22E Balance Sheet Cash and cash equivalents $41,607 $31,933 $24,885 $32,641 $42,115 $53,215 Income and fees receivable 8,740 8,740 8,740 8,740 8,740 8,740 Investments in affiliates, at fair value 20,142 25,129 34,590 34,577 34,316 33,992 Due from related parties 958 958 958 958 958 958 Property and equipment, net 176 117 59 0 0 0 Prepaid expenses 533 533 533 533 533 533 Other assets 341 341 341 341 341 341 Total Assets $72,496 $67,751 $70,105 $77,790 $87,002 $97,778 Notes payable $0 $0 $0 $0 $0 $0 Compensation payable 9,716 10,087 11,287 12,599 13,488 14,206 Due to related parties 31 31 31 31 31 31 Fees payable 2,412 2,412 2,412 2,412 2,412 2,412 Other liabilities 1,250 1,250 1,250 1,250 1,250 1,250 Total Liabilities $13,409 $13,780 $14,980 $16,292 $17,181 $17,899 Total Equity $59,087 $53,971 $55,126 $61,498 $69,821 $79,879 19

Page 1. Financial Analysis 3 2. Appendix 10 Weighted Average Cost of Capital and Tax Attributes Overview 11 Management Financial Projections 15 Disclaimer 20

Disclaimer This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (co lle ctively, the “materials”), are provided solely for the information of the Special Committee (the “Committee”) of the Board of Directors (the “Board”) of ZAIS Group Holdings, Inc. (“ZAIS” or the “Company”) by Houlihan Lokey in connection with the Committee’s consideration of a potential transaction (th e “Transaction”) involving the Company. This presentation is incomplete without reference to, and should be considered in conju nct ion with, any supplemental information provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms used herein shall have the meanings set forth herein, even if such defined t erm s have been given different meanings elsewhere in the materials. The materials are for discussion purposes only. 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23 CORPORAT E FINANCE FINANCI A L ADVISOR Y SERVICES FINANCIA L RESTRUCTURING STRATEGI C CONSULTING HL .com

EX-99.(C)(3)

Exhibit (c)(3)

ZAIS Group Holdings, Inc. DISCUSSION MATERIALS FOR THE SPECIAL COMMITTEE NOVEMBER 15, 2017 | CONFIDENTIAL

Table of Contents 2 Page 1. Preliminary Financial Analysis 3 2. Appendix 10 Illustrative Preliminary Weighted Average Cost of Capital and Net Operating Loss Overview 11 Historical Financials 15 Financial Projections 18 Disclaimer 25

Page 1. Preliminary Financial Analysis 3 2. Appendix 10

Summary of Selected Management Forecast Assumptions REVENUES Assets raised in both CLO and Non - CLO funds Approximately $5.0 billion additional CLO assets raised Approximately $1.0 billion in Non - CLO net flows No new Non - CLO funds; asset growth from market appreciation and marginal net flows No incentive f ees on CLO business EXPENSES 2.0% base compensation growth per year 4.0% and 6.0% annual incentive compensation growth for non - financial and financial staff, respectively 3.0% annual growth in non - compensation expenses BALANCE SHEET AND CAPITAL No capital raises Funding through retained earnings and balance sheet cash CLO risk retention rules assumed to end in 2019 No cash outflows associated with new CLOs after 2019 No debt No material capital expenditures Projection Model Source: Company management Company management supplied projections through 2022 4

Summary of Projected Financials Projections represent management’s forecast for ZAIS Group Revenues are based on projected assets for each fund under management, as well as anticipated funds to be raised over the projection period Expenses related to the business expenses, including compensation expense, public company reporting costs, and other operating expenses Income associated with equity investments shown in Other Income Management assumes no CLO risk retention requirements after 2019 No benefit assumed under TRA agreement per Company management’s assumption that no Class A units are expected to be converted into Class A common shares over the projection period Source: Company management (ZAIS Master Model rev 10.30.17) Adj. EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non - recurring items. AUM refers to Assets Under Management. Projected Financials of ZAIS Group 5 $ in thousands Dec-17 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Platform Total Revenues $28,157 $28,788 $35,735 $41,981 $46,011 $49,782 Total Expenses (38,537) (36,603) (38,432) (40,409) (40,870) (42,266) Total Adj. EBITDA ($10,380) ($7,815) ($2,696) $1,572 $5,141 $7,516 Margin (36.9%) (27.1%) (7.5%) 3.7% 11.2% 15.1% Growth n.m. n.m. n.m. n.m. 227.0% 46.2% Average AUM $3,717,903 $5,381,649 $7,019,684 $9,058,097 $10,082,956 $10,832,490 Growth 15.8% 44.7% 30.4% 29.0% 11.3% 7.4% Other Income and Expenses Investment Income $3,283 $1,585 $4,297 $6,509 $6,432 $6,369 Other Income 312 312 312 312 312 312 Depreciation and Amortization (275) (59) (59) (59) 0 0 Severance (72) 0 0 0 0 0 Total $3,248 $1,839 $4,550 $6,763 $6,744 $6,681 Growth (5.1%) (43.4%) 147.5% 48.6% (0.3%) (0.9%) Investment Income / Average Investments in affiliates 13.5% 7.1% 13.5% 17.0% 16.6% 16.2% Balance Sheet Cash and cash equivalents $44,834 $32,890 $24,717 $34,737 $46,860 $61,188 Income and fees receivable 7,488 7,488 7,488 7,488 7,488 7,488 Investments in affiliates, at fair value 18,952 25,552 37,942 38,604 39,116 39,673 Due from related parties 958 958 958 958 958 958 Property and equipment, net 176 117 59 0 0 0 Prepaid expenses 533 533 533 533 533 533 Other assets 357 357 357 357 357 357 Total Assets $73,298 $67,896 $72,053 $82,678 $95,312 $110,198 Notes payable $0 $0 $0 $0 $0 $0 Compensation payable 10,172 9,608 10,919 12,231 12,980 13,669 Due to related parties 31 31 31 31 31 31 Fees payable 1,845 1,845 1,845 1,845 1,845 1,845 Other liabilities 1,250 1,250 1,250 1,250 1,250 1,250 Total Liabilities $13,298 $12,734 $14,045 $15,357 $16,106 $16,795 Total Equity $60,000 $55,162 $58,008 $67,321 $79,206 $93,402

$0.88 $2.07 $0.27 $1.14 $4.36 $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 Platform Value Balance Sheet Investments Net Cash NOL Value Total Equity Value $0.88 $2.07 $0.27 $0.72 $3.94 $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 Platform Value Balance Sheet Investments Net Cash NOL Value Total Equity Value Illustrative Preliminary Financial Analyses Summary Illustrative Per Share Sum - of - the - Parts $ per share, 15.0% discount rate and 0.0% terminal growth rate $ per share, 13.0 % discount rate and 2.0 % terminal growth rate Management Liquidation Value (1) $2.33 Source: Company public filings, Company management projections, SNL Financial, Capital IQ, Bloomberg Note: No particular weight was attributed to any analysis. 1. Liquidation value as of September 30, 2017; assumes orderly liquidation. 2. Projected as of December 31, 2017. $ per share (2) (2) (2) (2) $3.94 $4.36 $2.00 $2.50 $3.00 $3.50 $4.00 $4.50 $5.00 6

Illustrative Preliminary Sum - of - the - Parts Analysis Summary Shares outstanding and dollars in millions, except per share values Source: Projections per Company management Note : Present values as of December 31, 2017; mid - year convention applied. 1. Based on illustrative preliminary discounted cash flow analysis based on Company management projections, perpetuity growth rate of 0% - 2% and discount rate of 13.0% to 15.0%. 2. Estimated as of December 31, 2017 per Company management projections 3. Represents retained CLO risk retention equity interests. 4. Based on 14.6 million diluted shares of Class A common stock per Company public filings. Includes 0.1 million restricted stock unit s. 5. Based on 7.0 million Founding Member Class A units per Company public filings. Summary Low High Implied Value Reference Range of Going Concern (Platform Value) [1] $15.6 -- $24.7 Balance Sheet Investments [2] [3] 19.0 -- 19.0 Balance Sheet Cash [2] 44.8 44.8 Implied Value Reference Range of Platform and Net Assets $79.4 -- $88.5 Class A Unit Percentage Ownership of ZGP [4] [5] 67.6% -- 67.6% Class A Unit Economic Interests before NOLs $53.7 -- $59.8 PV of Net Operating Loss Carryforward Benefit to Class A Shares 3.9 3.9 Class A Unit Economic Interests after NOLs $57.6 $63.7 Class A Diluted Shares Outstanding [4] 14.6 -- 14.6 Class A Unit Economic Interests $3.94 -- $4.36 7

Illustrative Preliminary Platform Discounted Cash Flow Analysis Source: Projections per Company management Note : Present values as of December 31, 2017; mid - year convention applied. 1. Stock - based compensation treated as cash expense to approximate dilutive impact. 2. Tax at 35.0% for projection period and terminal value perpetuity assumption, with no tax benefit in negative EBIT years. 3. Unburdened by cash outflows from CLO investments in 2018 and 2019 related to CLO risk retention rules; assumes required CLO r isk retention cash outflows not applicable after 2019. No change in working capital assumed in perpetuity . 4 . Implied from corresponding discount rate and perpetual growth rate applied to 2022 unlevered free cash flow. E refers to Estimated. PV refers to Present Value. EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization. EBIT refers to Earnings Before Interest and Taxes. $ in thousands Discounted Cash Flow Year Ended December 31, 2018E 2019E 2020E 2021E 2022E Implied 2022E EBITDA Revenues, Net $28.8 $35.7 $42.0 $46.0 $49.8 Terminal Multiple [4] Growth % 2.2% 24.1% 17.5% 9.6% 8.2% Discount Rate 0.00% 1.00% 2.00% 13.0% 5.3x 5.8x 6.4x Compensation and Benefits [1] (22.7) (24.2) (25.7) (25.7) (26.7) 13.5% 5.1x 5.6x 6.1x General & Administrative (13.9) (14.3) (14.7) (15.1) (15.6) 14.0% 5.0x 5.4x 5.9x EBITDA ($7.8) ($2.7) $1.6 $5.1 $7.5 14.5% 4.8x 5.2x 5.7x Margin % (27.1%) (7.5%) 3.7% 11.2% 15.1% 15.0% 4.6x 5.0x 5.5x Depreciation & Amortization (0.1) (0.1) (0.1) 0.0 0.0 EBIT ($7.9) ($2.8) $1.5 $5.1 $7.5 Taxes [2] 0.0 0.0 (0.5) (1.8) (2.6) PV of Terminal Value [5] Unlevered Earnings ($7.9) ($2.8) $1.0 $3.3 $4.9 as a % of Enterprise Value Depreciation & Amortization 0.1 0.1 0.1 0.0 0.0 Discount Rate 0.00% 1.00% 2.00% Change in Net Working Capital [3] (0.6) 1.3 1.3 0.7 0.7 13.0% 107.0% 106.4% 105.7% Unlevered Free Cash Flows ($8.4) ($1.4) $2.4 $4.1 $5.6 13.5% 108.0% 107.3% 106.6% 14.0% 109.1% 108.3% 107.5% 14.5% 110.3% 109.4% 108.5% Present Value PV of Terminal Value [3] Based of Cash Flows on Perpetual Growth Rate for Implied Enterprise Value Discount Rate (2018 - 2022) 2022 Unlevered Free Cash Flow 0.00% 1.00% 2.00% 0.00% 1.00% 2.00% 13.0% ($1.4) $21.7 $23.7 $26.1 $20.3 $22.3 $24.7 13.5% (1.5) 20.5 22.3 24.5 19.0 20.8 23.0 14.0% (1.6) + 19.3 21.0 23.0 = 17.7 19.4 21.4 14.5% (1.7) 18.3 19.9 21.7 16.6 18.2 20.0 15.0% (1.8) 17.4 18.8 20.4 15.6 17.0 18.6 8

Illustrative Management Liquidation Analysis Source : Company m anagement $ in thousands, except per share Liquidation Summary In addition to a financial forecast, Company management prepared an illustrative Company liquidation analysis assuming an ord erl y liquidation Amount Per Share Balance Sheet Items / Net Assets Value of Leveraged Finance IMA's used in 1940 Act Testing (September 2017) $9,673.0 $0.45 Value of Investments held by ZAIS (Zephyr A-6, Topwater, Prelude) (September 2017) 43,868.0 2.03 Cash (September 2017) 16,242.0 0.75 Value of Assets $69,783.0 $3.23 Less: Other Liabilities 0.0 0.00 Net Assets $69,783.0 $3.23 Plus: Estimated Inflow Related to Mgmt. Fees for Q4 2017 + Q1 2018 7,867.3 0.36 Plus: Estimated Inflow Related to Incentive Fees for Q4 2017 + Q1 2018 (INARI, Opp, 1st Loss Accts) 6,306.0 0.29 Estimated Outflow for Base Comp & Operating Exp for Q4 2017 + Q1 2018 (10,173.0) (0.47) Q1 2018 Accrued Bonus/Guarantee Payout (10,120.0) (0.47) Bell Works - Cash Lease Cost Over Remaining Term of Lease (2,900.0) (0.13) Berkshire Capital Financial Advisory Fee (500.0) (0.02) Total Operating Related Cash Flows ($9,519.8) ($0.44) Legal Expense (3,000.0) (0.14) Professional Liability Insurance Policy (Six-Year Tail) (2,200.0) (0.10) Remainder of Lease Costs for Red Bank Post-Liquidation n.a. Remainder of Lease Costs for London Post-Liquidation n.a. Legal Costs for Closing London Office n.a. Estimated Employee Severance (Calculated under Current ZAIS Policy) (2,400.0) (0.11) Retention / Severance Payments Payable through February 2021 (2,247.2) (0.10) Liquidation Related Costs ($9,847.2) ($0.46) Total Liquidation Proceeds (Costs) $50,416.1 $2.33 9

Page 1. Preliminary Financial Analysis 3 2. Appendix 10 Illustrative Preliminary Weighted Average Cost of Capital and Net Operating Loss Overview 11 Historical Financials 15 Financial Projections 18 Disclaimer 25

Page 1. Preliminary Financial Analysis 3 2. Appendix 10 Illustrative Preliminary Weighted Average Cost of Capital and Net Operating Loss Overview 11 Historical Financials 15 Financial Projections 18 Disclaimer 25

Weighted Average Cost of Capital Sources: SNL Financial, Capital IQ, Bloomberg, Company public filings Note : No company used for comparative purposes is identical to the Company or its business. Financial data as of most recent available; market data as of November 13, 2017 (except ZAIS stock price, which is as of unaffected date of September 5, 2017 ). 1. Debt amount based on most recent public filing as of November 13, 2017. 2 . Preferred stock amount as stated in most recent public filing as of November 13, 2017. 3. Equity market value based on closing stock price on November 13, 2017, and on common shares and common share equivalents based on most recent public filing as of November 13, 2017. 4. Total capitalization equal to equity market value + debt outstanding + preferred stock . 5. Based on actual weekly beta over five years as of November 13, 2017, per Bloomberg. 6. Unlevered Beta = Levered Beta / (1 + ((1 – Tax Rate) * (Debt to Equity Market Value)) + (Preferred Stock to Equity Market Val ue)); computed Levered Beta = Selected Unlevered Beta * (1 + ((Debt to Equity Market Value) * (1 – Tax Rate)) + (Preferred Stock to Equity Market Value)). Based on Market and Capital Structure Assumptions. 7. Based on review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply si de and demand side models and other materials. 8. 2017 Duff & Phelps Valuation Handbook, Appendix 3 . 9 . Cost of Equity = Risk Free Rate of Return + (Levered Beta * Equity Risk Premium) + Size Premium. Risk Free Rate of Return as of November 13, 2017, based on 20 - year U.S. Treasury Bond Yield 10 . Based on selected companies’ weighted average interest rate per most recent public filings. 11. Based on selected companies’ weighted average preferred dividend per most recent public filings. 12. Weighted Average Cost of Capital (WACC) = (Cost of Debt * (1 – Tax Rate) * Debt to Total Capitalization) + (Cost of Equity * Equity Market Value to Total Capitalization) + (Cost of Preferred * Preferred Stock to Total Capitalization). See next page for tax rate assumption . Debt to Debt Preferred Preferred Equity Market Preferred Equity Market Total Equity Market to Total Stock to Equity Stock to Total Value to Total Selected Company Debt [1] Stock [2] Value [3] Capitalization [4] Value Capitalization Market Value Capitalization Capitalization Medley Management Inc. $125.4 # $0.0 # $180.1 # $305.5 # 69.6%# 41.1%# 0.0%# 0.0%# 58.9% Ares Management, L.P. 486.0 # 298.8 # 4,309.4 # 5,094.1 # 11.3%# 9.5%# 6.9%# 5.9%# 84.6% Apollo Global Management, LLC 1,361.0 # 264.4 # 11,945.5 # 13,570.9 # 11.4%# 10.0%# 2.2%# 1.9%# 88.0% Carlyle Group L.P. 1,515.6 # 0.0 # 7,258.2 # 8,773.8 # 20.9%# 17.3%# 0.0%# 0.0%# 82.7% Oaktree Capital Group, LLC 746.6 # 0.0 # 6,903.7 # 7,650.3 # 10.8%# 9.8%# 0.0%# 0.0%# 90.2% Median $746.6 $0.0 $6,903.7 $7,650.3 11.4% 10.0% 0.0% 0.0% 84.6% Mean $846.9 $112.6 $6,119.4 $7,078.9 24.8% 17.5% 1.8% 1.6% 80.9% ZAIS Group Holdings, Inc. 0.0 0.0 37.2 37.2 0.0% 0.0% 0.0% 0.0% 100.0% Levered Unlevered Equity Risk Size Cost of Cost of Cost of Preferred Selected Company Beta [5] Beta [6] Premium [7] Premium [8] Equity [9] Debt [10] Stock [11] WACC [12] Medley Management Inc. 1.71 # 1.18 # 6.00% 5.59% 18.5%# 7.1%# 0.0%# 12.8% Ares Management, L.P. 0.80 # 0.70 # 6.00% 0.98% 8.5%# 3.5%# 6.7%# 7.8% Apollo Global Management, LLC 1.18 # 1.08 # 6.00% 0.61% 10.4%# 3.6%# 7.2%# 9.5% Carlyle Group L.P. 1.52 # 1.33 # 6.00% 0.89% 12.7%# 4.5%# 0.0%# 11.0% Oaktree Capital Group, LLC 0.82 # 0.76 # 6.00% 0.89% 8.5%# 4.5%# 0.0%# 7.9% Median 1.18 1.08 10.4% 4.5% 0.0% 9.5% Mean 1.20 1.01 11.7% 4.7% 2.8% 9.8% ZAIS Group Holdings, Inc. 0.74 0.74 6.00% 5.59% 12.7% 0.0% 0.0% 12.7% 12

Weighted Average Cost of Capital Sources: SNL Financial, Capital IQ, Bloomberg, Company public filings Note: No company used for comparative purposes is identical to the Company or its business. Financial data as of most recent available; market data as of November 13, 2017 (except ZAIS stock price, which is as of unaffected date of September 5, 2017 ). 1 . Risk - Free Rate of Return as of November 13, 2017, based on 20 - year U.S. Treasury Bond Yield. 2. Based on review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply side and demand side mod els and other materials. 3. 2017 Duff & Phelps Valuation Handbook, Appendix 3. 4 . Per Company management . 5. Based on review of corresponding metrics of selected companies and of the Company listed on previous page . 6. Based on review of selected companies’ unlevered betas listed on previous page. 7. Computed Levered Beta = Selected Unlevered Beta * (1 + ((Debt to Equity Market Value) * (1 – Tax Rate)) + (Preferred Stock to Equity Market Value)). Based on Market and Capital Structure Assumptions. 8. Cost of Equity = Risk Free Rate of Return + (Computed Levered Beta * Equity Risk Premium) + Size Premium. Based on Market Ass umptions. 9. Weighted Average Cost of Capital (WACC) = (Cost of Debt * (1 – Tax Rate) * Debt to Total Capitalization) + (Cost of Equity * Equity Marke t Value to Total Capitalization) + (Cost of Preferred Stock * Preferred Stock to Total Capitalization). Based on "Cost of Equity for Computed WACC" and Market and Capital Structure Assumptions . Market Capital Structure Cost of Equity for [Cost of Equity based on Assumptions Assumptions Computed WACC [Subject Company] Observed Beta] Risk-Free Rate of Return [1] 2.67% Debt to Total Capitalization [5] 10.0% Selected Unlevered Beta [6] 1.08 Equity Risk Premium [2] 6.00% Preferred Stock to Total Capitalization [5] 0.0% Computed Levered Beta [7] 1.16 Size Premium [3] 5.59% Equity Market Value to Total Capitalization [5] 90.0% Cost of Equity [8] 15.2% Tax Rate [4] 35.0% Debt to Equity Market Value 11.1% Preferred Stock to Equity Market Value 0.0 Cost of Debt [5] 4.5% Cost of Preferred Stock [5] 0.0% Computed Weighted Average Cost of Capital [9] 14.0% Check Selected Company Decile with MM and Trans Approaches Selected Weighted Average Cost of Capital Range 13.0% - - 15.0% 13

Illustrative Preliminary Net Operating Loss Overview Source : Company management projections, public filings Note: Present values as of December 31, 2017; mid - year convention applied . NOL rolled - forward from Company’s 9/30/17 publicly disclosed financials using Company management projections for Q4 2017. 1. Pre - tax income does not include stock - based compensation. 2. Discount rate assumed to be ZAIS cost of equity (15.2%). NMF refers to not meaningful. For 3.0 Months Ending 12/31, Year Ended December 31, Pretax Income 2017 2018E 2019E 2020E 2021E 2022E Total Pretax Income / (Loss) [1] ($0.5) ($4.8) $2.8 $9.3 $11.9 $14.2 ZAIS Related 67.6% 67.6% 67.6% 67.6% 67.6% 67.6% Total Pretax Income / (Loss) [1] ($0.3) ($3.3) $1.9 $6.3 $8.0 $9.6 % change -- 162.6% NMF 227.1% 27.6% 19.4% Tax Liability Before Tax Asset Usage $0.0 $0.0 $0.7 $2.2 $2.8 $3.4 NOL Carryforward Pretax Income / (Loss) Subject to NOL Usage $0.0 $0.0 $1.9 $6.3 $8.0 $9.6 Beginning NOL $12.9 $13.2 $16.5 $14.6 $8.3 $0.3 Add: New NOL 0.3 3.3 0.0 0.0 0.0 0.0 Less: Existing NOL Usage 0.0 0.0 1.9 6.3 8.0 0.3 Less: New NOL Usage 0.0 0.0 0.0 0.0 0.0 0.0 Ending NOL $13.2 $16.5 $14.6 $8.3 $0.3 $0.0 Tax Relief from NOL Usage $0.0 $0.0 $0.7 $2.2 $2.8 $0.1 Tax Liability after NOL Usage $0.0 $0.0 $0.0 $0.0 $0.0 $3.3 Total Annual Tax Savings NOL Tax Savings $0.0 $0.7 $2.2 $2.8 $0.1 Discount Period 0.5 1.5 2.5 3.5 4.5 Discount Factor [2] 0.9 0.8 0.7 0.6 0.5 Present Value of Tax Savings $0.0 $0.5 $1.5 $1.7 $0.0 Total Federal Tax Savings (Rounded) $3.9 14

Page 1. Preliminary Financial Analysis 3 2. Appendix 10 Illustrative Preliminary Weighted Average Cost of Capital and Net Operating Loss Overview 11 Historical Financials 15 Financial Projections 18 Disclaimer 25

Historical Income Statement Management Company Only Source: Company public filings, SNL Financial, Capital IQ Note: Financial data as of June 30, 2017. Reflects ZAIS only; does not include consolidated funds and eliminations For 12 Months Ended, $ in thousands 2015 2016 LTM Jun-17 Management Fee Income $15,802 $22,270 $22,255 Incentive Income 7,131 9,346 12,232 Reimbursement Revenue -- -- 877 Other Revenues 298 316 327 Total Revenues $23,231 $31,932 $35,691 Compensation & Benefits $26,971 $31,380 $27,407 General, Administrative & Other 17,064 12,263 13,941 Depreciation & Amortization 730 267 251 Total Expenses $44,765 $43,910 $41,599 Net Gain (Loss) on Investments $186 $3,921 $4,436 Other Income (Expense) 147 762 86 Impairment Loss on Goodwill (2,655) -- -- Total Other Income (Loss) ($2,322) $4,683 $4,522 Income (Loss) Before Income Taxes ($23,856) ($7,295) ($1,386) Income Tax (Benefit) Expense 155 (5) (4) Net Income (Loss), Net Of Tax ($24,011) ($7,290) ($1,382) Foreign Currency Translation Adjustment 238 (343) (103) Total Comprehensive Income (Loss) ($23,773) ($7,633) ($1,485) Memo: AUM ($ in millions) $4,100 $3,991 $3,360 Memo: EBITDA ($20,804) ($11,711) ($5,657) 16

Historical Balance Sheet Management Company Only Reflects ZAIS only; does not include consolidated funds and eliminations $ in thousands Dec-15 Dec-16 Jun-17 Assets: Cash & Cash Equivalents $44,351 $38,712 $16,970 Income & Fees Receivable 2,529 8,805 2,198 Investments, At Fair Value 8,169 -- -- Investments in Affiliates, At Fair Value 20,767 29,554 42,986 Due From Related Parties 748 734 1,101 Property & Equipment, Net 544 274 319 Prepaid Expenses 776 906 1,907 Deferred Tax Assets -- -- -- Other Assets 310 348 385 Total Assets $78,194 $79,333 $65,866 Liabilities: Notes Payable $1,255 $1,263 $ -- Compensation Payable 3,575 7,836 4,594 Due To Related Parties 175 31 31 Fees Payable 756 2,439 289 Other Liabilities 1,546 1,127 1,147 Total Liabilities $7,307 $12,696 $6,061 Equity: Class A Common Stock $1 $1 $1 Additional Paid-In-Capital 60,817 63,413 64,210 Retained Earnings (Accumulated Deficit) (13,805) (18,965) (23,779) Accumulated Other Comprehensive Income (Loss) 158 (70) (44) ZAIS Group Holdings Stockholders' Equity $47,171 $44,379 $40,388 NCI in ZAIS Group Parent, LLC 23,716 22,258 19,417 Total Equity $70,887 $66,637 $59,805 Total Liabilities and Equity $78,194 $79,333 $65,866 Source: Company public filings, SNL Financial, Capital IQ Note: Financial data as of June 30, 2017. 17

Page 1. Preliminary Financial Analysis 3 2. Appendix 10 Illustrative Preliminary Weighted Average Cost of Capital and Net Operating Loss Overview 11 Historical Financials 15 Financial Projections 18 Disclaimer 25

Management Forecast Non - CLO Business Source: Company management 19 $ in thousands Dec-17 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Income Statement Non-CLO Business ZAIS Atlas Master Fund LP $32 $0 $0 $0 $0 $0 ZAIS OPPORTUNITY 3,681 3,869 4,277 4,533 4,804 5,091 MA1 22 0 0 0 0 0 MA2 624 609 657 710 767 828 Zephyr Recovery Mezz Fund 743 780 843 910 983 1,061 EMPIRICUS B 0 0 0 0 0 0 Corporate Loan Master Fund 0 0 0 0 0 0 MA8 0 0 0 0 0 0 MA4 2,351 2,594 2,802 3,026 3,268 3,529 New SMA 33 1,835 3,723 4,382 5,088 5,846 MA5 0 0 0 0 0 0 MA9 0 0 0 0 0 0 MA10 0 0 0 0 0 0 MA3 0 0 0 0 0 0 MA6 38 0 0 0 0 0 INARI 3,294 3,534 3,817 4,122 4,452 4,808 ZVAREF 0 0 0 0 0 0 ZAIS Financial Corp. (REIT) 0 0 0 0 0 0 Structured Vehicles --ZING IX, Galleria V, Euro Epics 166 0 0 0 0 0 ZEPHYR A-7 0 387 1,732 2,880 3,287 3,752 Management Fees $10,984 $13,609 $17,850 $20,562 $22,649 $24,916

Management Forecast Non - CLO Business Source: Company management AUM refers to Assets Under Management . 20 $ in thousands Dec-17 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Income Statement Euro Epics $32 $0 $0 $0 $0 $0 ZAIS Atlas Master Fund LP 25 0 0 0 0 0 ZAIS OPPORTUNITY 3,488 2,978 3,286 3,492 3,701 3,923 MA2 0 0 0 0 0 0 EMPIRICUS B 0 0 0 0 0 0 MA4 2,067 1,193 1,038 1,121 1,210 1,307 MA7 834 834 834 834 834 834 MA11 269 269 269 269 269 269 New SMA 0 0 0 0 0 0 MA5 0 0 0 0 0 0 MA9 0 0 0 0 0 0 MA10 0 0 0 0 0 0 MA3 0 0 0 0 0 0 MA6 0 0 0 0 0 0 INARI 4,044 2,139 2,310 2,495 2,694 2,910 ZEPHYR A-7 0 0 0 0 0 0 Other 0 0 0 0 0 0 Incentive Fees $10,759 $7,413 $7,736 $8,210 $8,709 $9,242 Other Revenues 1,617 300 300 300 300 300 Total Revenues $23,360 $21,322 $25,886 $29,073 $31,657 $34,458 Growth (23.0%) (8.7%) 21.4% 12.3% 8.9% 8.8% Implied BPS of Average AUM 155 116 116 118 117 115 Assets Under Management Average AUM $1,506,430 $1,839,321 $2,234,002 $2,465,680 $2,716,865 $2,989,379 Growth (0.6%) 22.1% 21.5% 10.4% 10.2% 10.0%

Management Forecast CLO Business Source: Company management AUM refers to Assets Under Management . 21 $ in thousands Dec-17 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Income Statement CLO Business CLO 1 $0 $0 $0 $0 $0 $0 CLO 2 0 0 0 0 0 0 CLO 3 0 290 0 0 0 0 CLO 5 0 1,602 1,599 1,590 1,490 1,067 CLO 6-CLO 13 & 1 Reset & 3 Reset 0 5,574 8,250 10,118 10,064 9,857 CLO 14-CLO 19 0 0 0 1,200 2,800 4,400 Management Fees $4,708 $7,466 $9,849 $12,909 $14,354 $15,324 CLO 4 $89.4 $0.0 $0.0 $0.0 $0.0 $0.0 Incentive Fees $89 $0 $0 $0 $0 $0 Total Revenues $4,797 $7,466 $9,849 $12,909 $14,354 $15,324 Growth 198.8% 55.6% 31.9% 31.1% 11.2% 6.8% Implied BPS of Average AUM 24 26 24 23 21 21 Average Fee Earning AUM $2,200,000 $3,550,000 $4,737,500 $6,425,000 $7,175,000 $7,625,000 Growth 25.4% 61.4% 33.5% 35.6% 11.7% 6.3%

Management Forecast Operating Expenses Source: Company management 22 $ in thousands Dec-17 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Income Statement Expenses Salaries ($9,318) ($9,504) ($9,694) ($9,888) ($10,086) ($10,288) Incentive Compensation (12,221) (10,056) (11,367) (12,679) (13,428) (14,117) Stock Based Compensation (1,308) (1,138) (992) (978) 0 0 Payroll Tax and Benefits (1,577) (2,052) (2,109) (2,168) (2,219) (2,269) Compensation and Benefit Expense ($24,423) ($22,750) ($24,163) ($25,713) ($25,732) ($26,674) Professional Fees ($5,447) ($5,610) ($5,779) ($5,952) ($6,130) ($6,314) Research Expenses (2,516) (2,591) (2,669) (2,749) (2,831) (2,916) Fee Rebates (664) 0 0 0 0 0 Occupancy and utilities (1,103) (1,136) (1,170) (1,205) (1,241) (1,278) Information Systems (1,024) (1,055) (1,087) (1,119) (1,153) (1,188) Travel & Entertainment (714) (735) (757) (780) (803) (828) Insurance (1,258) (1,296) (1,335) (1,375) (1,416) (1,459) Other (1,388) (1,429) (1,472) (1,516) (1,562) (1,609) Other General and Administrative ($14,114) ($13,853) ($14,269) ($14,697) ($15,138) ($15,592) Total Operating Expense ($38,537) ($36,603) ($38,432) ($40,409) ($40,870) ($42,266) Margin 136.9% 127.1% 107.5% 96.3% 88.8% 84.9% Salaries, Benefits and Payroll Taxes / Total Revenue 38.7% 40.1% 33.0% 28.7% 26.7% 25.2% Total Compensation and Benefits / Total Revenue 86.7% 79.0% 67.6% 61.2% 55.9% 53.6% Other General and Administrative / Total Revenue 50.1% 48.1% 39.9% 35.0% 32.9% 31.3%

Management Forecast Platform Summary and Other Income and Expenses Source: Company management n.m. refers to not meaningful . AUM refers to Assets Under Management . 23 $ in thousands Dec-17 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Income Statement Platform Total Revenues $28,157 $28,788 $35,735 $41,981 $46,011 $49,782 Total Expenses (38,537) (36,603) (38,432) (40,409) (40,870) (42,266) Total Adj. EBITDA ($10,380) ($7,815) ($2,696) $1,572 $5,141 $7,516 Margin (36.9%) (27.1%) (7.5%) 3.7% 11.2% 15.1% Growth n.m. n.m. n.m. n.m. 227.0% 46.2% Average AUM $3,717,903 $5,381,649 $7,019,684 $9,058,097 $10,082,956 $10,832,490 Growth 15.8% 44.7% 30.4% 29.0% 11.3% 7.4% Other Income and Expenses Investment Income $3,283 $1,585 $4,297 $6,509 $6,432 $6,369 Other Income 312 312 312 312 312 312 Depreciation and Amortization (275) (59) (59) (59) 0 0 Severance (72) 0 0 0 0 0 Total $3,248 $1,839 $4,550 $6,763 $6,744 $6,681 Growth (5.1%) (43.4%) 147.5% 48.6% (0.3%) (0.9%) Investment Income / Average Investments in affiliates 13.5% 7.1% 13.5% 17.0% 16.6% 16.2%

Management Forecast Balance Sheet Source: Company management 24 $ in thousands Dec-17 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Balance Sheet Cash and cash equivalents $44,834 $32,890 $24,717 $34,737 $46,860 $61,188 Income and fees receivable 7,488 7,488 7,488 7,488 7,488 7,488 Investments in affiliates, at fair value 18,952 25,552 37,942 38,604 39,116 39,673 Due from related parties 958 958 958 958 958 958 Property and equipment, net 176 117 59 0 0 0 Prepaid expenses 533 533 533 533 533 533 Other assets 357 357 357 357 357 357 Total Assets $73,298 $67,896 $72,053 $82,678 $95,312 $110,198 Notes payable $0 $0 $0 $0 $0 $0 Compensation payable 10,172 9,608 10,919 12,231 12,980 13,669 Due to related parties 31 31 31 31 31 31 Fees payable 1,845 1,845 1,845 1,845 1,845 1,845 Other liabilities 1,250 1,250 1,250 1,250 1,250 1,250 Total Liabilities $13,298 $12,734 $14,045 $15,357 $16,106 $16,795 Total Equity $60,000 $55,162 $58,008 $67,321 $79,206 $93,402

Page 1. Preliminary Financial Analysis 3 2. Appendix 10 Illustrative Preliminary Weighted Average Cost of Capital and Net Operating Loss Overview 11 Historical Financials 15 Financial Projections 18 Disclaimer 25

Disclaimer This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (co lle ctively, the “materials”), are provided solely for the information of the Special Committee (the “Committee”) of the Board of Directors (the “Board”) of ZAIS Group Holdings (“ ZAIS ” or the “Company”) by Houlihan Lokey in connection with the Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation is incomplete without reference to, and should be considered in conju nct ion with, any supplemental information provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms used herein shall have the meanings set forth herein, even if such defined t erm s have been given different meanings elsewhere in the materials. The materials are for discussion purposes only. 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