EX-99.(C)(2) 2 tv486373_ex99c2.htm EXHIBIT (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

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

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. Houlihan Lokey expressly disclaims any and all liability which may be based o n t he materials and any errors therein or omissions therefrom. The materials were prepared for specific persons familiar with the business and affairs of the Company for use in a specific context and were no t p repared with a view to public disclosure or to conform with any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and none of the Committee, the Co mpany or Houlihan Lokey takes any responsibility for the use of the materials by persons other than the Committee. The materials are provided on a confidential basis solely for the information of the Committee and may not be disclosed, summarized, reproduced, disseminated or quoted or otherwise referred to, in whole or in part, without Houlihan Lokey’s express prior written consent. Notwithstanding any other provision herein, the Company (and each employee, representative or other agent of the Company) may di sclose to any and all persons without limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any kind (including opinions or other tax analyses, if any) that are pr ovi ded to the Company relating to such tax treatment and structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the ex tent necessary to enable any person to comply with securities laws. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. income or franchise tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. income or franchise tax treatment of the transaction. If the Company plans to disclose information pursuant t o t he first sentence of this paragraph, the Company shall inform those to whom it discloses any such information that they may not rely upon such information for any purpose without Houlihan Lokey’s prior written cons ent . Houlihan Lokey is not an expert on, and nothing contained in the materials should be construed as advice with regard to, legal, accounting, regulatory, insurance, tax or other specialist matters. Houlihan Lokey ’s role in reviewing any information was limited solely to performing such a review as it deemed necessary to support its own advice and analysis and was not on behalf of the Committee. The materials necessarily are based on financial, economic, market and other conditions as in effect on, and the information ava ilable to Houlihan Lokey as of, the date of the materials. Although subsequent developments may affect the contents of the materials, Houlihan Lokey has not undertaken, and is under no obligation, to upda te, revise or reaffirm the materials. The materials are not intended to provide the sole basis for evaluation of the Transaction and do not purport to contain all information that may be required. The materials do not address the underlying business decision of the Company or any other party to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available for the Company or any other party. The materials do not constitute any opinion, nor do the materials constitute a recommendation to the Board, the Committee, the Company, any se cur ity holder of the Company or any other party as to how to vote or act with respect to any matter relating to the Transaction or otherwise or whether to buy or sell any assets or securities of any company. Houlih an Lokey’s only opinion is the opinion, if any, that is actually delivered to the Committee. The materials may not reflect information known to other professionals in other business areas of Houlihan Lokey and its affi lia tes. The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations wi th respect to the financial, comparative and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented and, therefore, is not readily susc ept ible to partial analysis or summary description. Furthermore, Houlihan Lokey did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the s ign ificance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Acc ordingly, the analyses contained in the materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors could create a mis leading or incomplete view. The materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, ma ny of which are beyond the control of the participants in the Transaction. Any estimates of value contained in the materials are not necessarily indicative of actual value or predictive of future results or values, wh ich may be significantly more or less favorable. Any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which any assets, businesses or securiti es may actually be sold. The materials do not constitute a valuation opinion or credit rating. The materials do not address the consideration to be paid or received in, the terms of any arrangements, understandings, agre eme nts or documents related to, or the form, structure or any other portion or aspect of, the Transaction or otherwise. Furthermore, the materials do not address the fairness of any portion or aspect of the Transact ion to any party. In preparing the materials, Houlihan Lokey has not conducted any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or oth erw ise) of the Company or any other party and has no obligation to evaluate the solvency of the Company or any other party under any law. All budgets, projections, estimates, financial analyses, reports and other information with respect to operations (including est imates of potential cost savings and expenses) reflected in the materials have been prepared by management of the relevant party or are derived from such budgets, projections, estimates, financial analyses, re por ts and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and fou nd reasonable. The budgets, projections and estimates (including, without limitation, estimates of potential cost savings and synergies) contained in the materials may or may not be achieved and diff ere nces between projected results and those actually achieved may be material. Houlihan Lokey has relied upon representations made by management of the Company and other participants in the Transaction that such b udg ets, projections and estimates have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management (or, with respect to information obt ain ed from public sources, represent reasonable estimates), and Houlihan Lokey expresses no opinion with respect to such budgets, projections or estimates or the assumptions on which they are based. The s cop e of the financial analysis contained herein is based on discussions with the Company (including, without limitation, regarding the methodologies to be utilized), and Houlihan Lokey does not make any rep res entation, express or implied, as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular purpose. 21

Disclaimer Houlihan Lokey has assumed and relied upon the accuracy and completeness of the financial and other information provided to, dis cussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warranty (express or implied) in respect of the accu rac y or completeness of such information and has further relied upon the assurances of the Company and other participants in the Transaction that they are not aware of any facts or circumstances that would make s uch information inaccurate or misleading. In addition, Houlihan Lokey has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial con dition, results of operations, cash flows or prospects of the Company or any other participant in the Transaction since the respective dates of the most recent financial statements and other information, fina nci al or otherwise, provided to, discussed with or reviewed by Houlihan Lokey that would be material to its analyses, and that the final forms of any draft documents reviewed by Houlihan Lokey will not differ in any m ate rial respect from such draft documents. The materials are not an offer to sell or a solicitation of an indication of interest to purchase any security, option, commo dit y, future, loan or currency. The materials do not constitute a commitment by Houlihan Lokey or any of its affiliates to underwrite, subscribe for or place any securities, to extend or arrange credit, or to provide any ot her services. In the ordinary course of business, certain of Houlihan Lokey’s affiliates and employees, as well as investment funds in which they may have financial interests or with which they may co - invest, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, the Com pan y, any Transaction counterparty, any other Transaction participant, any other financially interested party with respect to any transaction, other entities or parties that are mentioned in the materials, or any of th e f oregoing entities’ or parties’ respective affiliates, subsidiaries, investment funds, portfolio companies and representatives (collectively, the “Interested Parties”), or any currency or commodity that may be involved in the Transaction. Houlihan Lokey provides mergers and acquisitions, restructuring and other advisory and consulting services to clients, which may have in the past included, or may currently or in the future inc lud e, one or more Interested Parties, for which services Houlihan Lokey has received, and may receive, compensation. Although Houlihan Lokey in the course of such activities and relationships or otherwise may have a cqu ired, or may in the future acquire, information about one or more Interested Parties or the Transaction, or that otherwise may be of interest to the Company, Houlihan Lokey shall have no obligation to, and may not be contractually permitted to, disclose such information, or the fact that Houlihan Lokey is in possession of such information, to the Company or to use such information on the Company’s behalf. Houlihan Lokey ’s personnel may make statements or provide advice that is contrary to information contained in the materials. 22

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